Bloodlines
by TheHollowMoon
Summary: Shortly after defeating Vilgax, Ben discovers that his real grandmother is actually Xylene the Uxorite. Now, he must travel to the distant planet Ringa Morr to discover who he really is, as well as deal with new enemies, new powers and... new love?
1. Chapter 1

_It had been days since Ben had gone down with that ship._

 _Vilgax's ship had gone under, into the depths of the ocean. A body had been recovered, but it wasn't Ben's. Grandpa Max had demanded a search as soon as Gwen had gotten them out, but there was no sign of her cousin in the murky depths of the sea._

 _The ship had been recovered, along with the destroyed remains of the Omnitrix, but there were no bodies to be recovered. Worryingly, the Ultimatrix was nowhere to be found either. After a few days, Gwen knew that the team were no longer looking for Ben._

 _They were only looking for his body now._

* * *

"This is your fault!" Carl turned to Max, his eyes bloodshot from sleepless nights. "It's because of that damn watch! If he hadn't have found it…!" He slumped into the sofa, his head in his hands.

Max sighed, running a hand through his grey hair as his son despaired. Of course Carl was going to be angry; Ben was nowhere to be found, and it had been… at least 4 days now. Max couldn't deny that he was sick with worry himself. "Carl, you need to –"

"Calm down?! How can I be calm when my son is out there somewhere?!" He stared up at his father, his rage had dissipated back to despair, "He's my only son.. what if he's…?"

"Ben's a lot tougher than that," he put an encouraging hand on his son's shoulder, trying to offer and encouraging smile, but it felt too forced to even give himself any comfort, "He'll show up. I'm sure of it, Carl. We've already found the Ultimatrix, Ben's bound to show up along with it."

Carl didn't seem convinced – not that Max felt convinced by himself either. Max went to continue when Sandra stood next to her husband. She looked tired, just like Carl. But instead of raging at Max, she offered a calmer and more genuine smile. "Gwen's upstairs, maybe you should go talk to her, Max."

Gwen stood by Ben's window, watching the street outside. A woman walking her dog, an elderly man waiting for the bus, a world carrying on as usual. As if her cousin wasn't missing. As if the entire world hadn't been threatened by other-worldly warlocks. She clenched her hands into fists, turning away from the window. Ben's bed was still a cluttered mess of pillows and blankets, just as he'd left it. The tangle of wires from his TV was still there, the incoherent notes from class on his desk, the crushed cans of soda piled up in his trash bin.

Everything was still here, except the one thing that mattered most.

Everything was still here, except for Ben.

"Knock knock." Grandpa Max opened Ben's door, and he wondered over to Ben, glancing around the room with a soft smile. "He always hated cleaning up, eh?"

Gwen grimaced, turning away from her grandfather.

"Makes it sound like he's not here anymore when you put it that way," She crossed her arms, staring mournfully back out the window, "Like he's not alive."

Max frowned, putting his arm around his granddaughter's shoulders. "Gwen… it's been nearly a week. We have to be realistic –"

His watch began to beep loudly, drawing his attention to his wrist as he received a call. He turned from Gwen, answering it. It was from Plumber's HQ.

"This is Max Tennyson."

"We've found him! Your grandson is alive!"

Max's heart stopped for just a moment. He turned to Gwen.

"They found Ben!"

* * *

Ben had to drag his eyes open. They felt like lead. He grimaced at the harsh lights in his room… but then he realised he wasn't in his room. Where was he…?

"Ben…? Come on Benji, open your eyes."

He recognised his mother's voice, though it sounded strained somehow. That was when his vision finally started to clear, and the pain started to set in. Ben found himself in some kind of hospital room. There were tubes attached to his arms, and a stinging pain covering his whole body like a second skin.

He could just about make out his mother's face; her expression lit up, and she flung her arms around Ben, babbling and chattering but he couldn't keep up with what she was saying. His senses felt like they were lagging, and it hurt all over.

"Come on, Sandra, he just woke up." Max chuckled softly, gently prying Ben's mother off him. "Give him a moment."

Ben's vision was still blurred, but he could make out Max's ugly shirt, the red of Gwen's hair, and the overall blackness of Kevin's attire. He tried to sit up, but a searing pain shot through his spine.

"Easy there, kiddo." It was his father's voice.

Ben smiled softly at the blobs in his vision that must be his parents. "What happened…?" He managed to mumble.

"Some tourists found you washed up on the beach." Kevin replied, crossing his arms as Gwen took hold of her cousin's hand.

"You'd vanished for days, Ben, we thought you were…" Gwen bit her lip, glancing at Ben's parents for a moment.

"Days?!" He clenched his jaw as he forced himself into a more upright position. "What…?"

Then it all came flooding back to him. Vilgax, Albedo, the Omnitrix… the Omnitrix! He grabbed at his own wrists, but there was no Omnitrix or Ultimatrix. All to be felt was his patient tag. He remembered having to blow up the Omnitrix, that was fair… but where was the Ultimatrix?

"Where's…?" He muttered, panic setting into his heart.

"We all thought the Ultimatrix disappeared with you," Max explained, scratching the back of his head, "We managed to recover Vilgax's ship, and all we found was the Omnitrix."

"What about Albedo? Or Vilgax?! What if they have it? We have to -!"

"Whoa, whoa," Carl placed his hands firmly on Ben's shoulders, "Calm down, Ben. You're gonna hurt yourself."

"If Vilgax gets the Ultimatrix -!"

"Ben," Gwen squeezed his hand, "Vilgax is dead."

The room was silent then.

Ben stared at Gwen for what felt like forever. "…Dead?"

"We… recovered his body inside the vessel." Max admitted. "Seems like he went down with his ship."

"That's one less freak we have to worry about." Kevin shrugged.

"Kevin!" Gwen frowned at her boyfriend, but he just shrugged again.

"What? You know I'm right."

"Vilgax is dead…" Ben repeated, before leaning back into the bed. He hated it, but he couldn't deny the weight that had suddenly disappeared off his shoulders. "That can only lead to one of two things… either the Ultimatrix is still in the sea, or –"

"Or Albedo has it?"

The group turned to Azmuth, who stood at the back of the room. Azmuth tilted his head towards Max. "I'm going to assume you haven't told him yet."

"What? Told me what?"

"The Ultimatrix, while heavily damaged, has been recovered. You have nothing to worry about, Benjamin."

Ben sighed, leaning back into his pillow.

"It will, however, take quite a long time to fix, and even longer to recreate the old Omnitrix."

"How long's a long time?" Ben rubbed his wrists; he already felt vulnerable without its presence.

"Several months, at the latest. There's no way around it." Before Ben could protest or even voice any disgruntlement, Azmuth addressed Max. "Maxwell Tennyson, there's something important I'd like to discuss with you."

Sandra turned to Ben, beaming, "I think it might be best if we left as well. You'll need a lot of rest after what you've been through." She hugged Ben again, smothering him with kisses. All Ben could do to defend himself was to gag and grimace, but like always it never worked.

Max chuckled, before turning to follow Azmuth out of the room.

"What is it, Azmuth?"

"I'll be frank with you, we're not completely sure yet." Max raised an eyebrow as he walked with the Galvan. "We have found a few… oddities within your grandson. There appears to be some kind of tissue growing around his forehead, though currently our only theory so far is that it's a result of some physical trauma he suffered under the ocean."

Max nodded. "Go on."

"Well, we've noticed a few biological changes in Ben. Especially in terms of brain movement and muscle growth."

Max crossed his arms. "So you're saying he's growing up a bit and has a bump on his head. I was expecting more than that, Azmuth."

Azmuth frowned, but shook his head. The human was clearly worn out as a result of the weeks' events. "We'll continue checking him as he develops. It is, how you people say, better to be safer than sorry."

Max nodded, before turning away from Azmuth.

"I'm sure he'll be fine, Azmuth."


	2. Chapter 2

_Ben was sinking, sinking, sinking._

 _There was darkness surrounding him, icy water filling his lungs. He felt himself flailing, but it just wasn't him who was moving. It felt like… like someone else was moving him, like a puppeteer forcing him to thrash wildly in the murky depths._

 _Then, suddenly, there were… tentacles?!_

 _As abrupt as the tentacles, Ben felt feeling in his own limbs again, but the puppeteering had left him exhausted. He couldn't escape from the darkness. He couldn't escape Vilgax's ship…_

Ben awoke with a start, peering around the room with big rounded eyes.

He'd already been discharged from the hospital, and was relieved to find himself in his own room. He dragged himself out of the comforts of his bed, bringing his hand to his bandaged head. He hadn't had nightmares since he first got the Omnitrix, and that must have been 5… no, 6 years ago?

He grimaced as a burning sting stubbornly made itself known in Ben's head. Grandpa Max had said something about a lump, but it was nothing to worry about… right?

Ben looked down at his hands, before pushing himself out of bed. His skin looked green in the dim light of his room… much greener than usual. He rolled his eyes as he stumbled off to the bathroom; it must have been the lighting.

The light of the bathroom was piercing; he covered his eyes and staggered back, leaning heavily against the banister. A dizziness took over his mind like a cloud of poison. Ben held his temples as the hallway swirled around him, and a sickly panic settled in his chest. What the hell was going on in his head?!

He just about managed to make his way back into the bathroom with his hands over his face, before hunching over the sink. Ben looked up through a crack between his fingers, trying to focus on his reflection. That was when he noticed it.

It wasn't the lighting at all. His skin had actually gone a light shade of green.

He looked down at his hands, his arms, his feet. His entire body had taken on a light jade hue.

He cursed to himself, and another wave of burning in his head left Ben kneeling on the floor, clutching his head once more. He didn't notice the products and toothbrushes around him beginning to float as he clenched his jaw. He glanced up and immediately ran out of the bathroom, letting each bottle and brush fall to the floor with a clatter.

Ben slammed the door to his room behind him, ignoring the sound of his parents waking up. His heart was throbbing almost painfully in his chest, his hands sweaty with anxiety, his vision still blurred. He glanced around his room in horror as a multitude of items began to glow purple. One by one, they began to float to the ceiling like balloons at a fair.

"Benji? Honey?! Are you okay?" His mother knocked on the door. He could feel her concern through the door… wait, since when could he _feel_ someone else's concern? Or someone else's anything?!

He did the first thing that popped into his head; he locked the door. He darted to his window, only just remembering to pick up his phone, before jumping out into the tree that grew by the house. He yelped as he grasped onto the branches, his groggy brain making it difficult to focus.

Somehow, he managed to make his way down the tree, tearing his pyjama top on the holly leaves in the process.

He had to find Gwen.

Floating objects, dizziness, green skin. She'd know what to do. She always knew what to do!

* * *

Gwen woke up to the sound of her phone going off.

She sat up, wiping away the sleep in her eyes… it couldn't be morning yet could it? It was still pitch-black outside. She picked up her phone and repressed the urge to grumble. It was 3 in the morning! Why was Ben calling her?!

"I swear if you've butt-dialed me in your sleep…" She mumbled before picking up her phone, "Ben? What're you - ?"

"I'm outside your house."

"You – wait – what?" She sat upright, throwing her blanket off her bed, before grabbing her dressing gown.

"I – I need your help, Gwen. I'm…!" He sounded terrified, which was not like Ben at all.

"It's alright, just try to calm down, Ben." She kept her voice hushed as she tip-toed passed her parents' room. Each noise she made at night seemed so much louder. She crept down the stairs and quietly unlocked the front door, to find her cousin sat on the doorstep, his shirt torn and his feet bare.

"Ben…?!" She helped him up, and brought him into her house, clicking the door shut behind him. She glanced up the stairs, before leading Ben into the living room. "What on Earth happened – oh my god are you sick?!"

Ben hugged his middle as he sat next to Gwen, looking up at her in despair.

"I… I don't know," he shook his head, "I just woke up and I was dizzy and my head hurt and… Gwen I think I was lifting stuff up. With my head." He tapped his temple. Gwen could see his pupils dilating as he tried to focus on her. He squinted a little. "The lights, they're…"

"Too bright?" Her hand glowed with a lavender colour, and just as the main light switched off, the lamp next to the sofa flickered to life. "That better?"

Ben managed a smile, and nodded thankfully.

"So You… you think you're telekinetic?" She raised an eyebrow at Ben, and he nodded eagerly, but he didn't seem too happy about it – which was not like Ben at all.

"It just happened, and my skin… I don't know what's going on, Gwen!"

"Okay, okay, let's just…" She bit her bottom lip as she tried to think of what to do. She glanced up at his bandages, and frowned. She reached out, delicately moving Ben's hair out of his face. Whatever was under the bandages had gotten bigger. "Can I…?" She gestured to the bandages.

Ben hesitated, before nodding. "They need changing anyway…"

Gwen set to work with unwinding the bandages around Ben's forehead, placing them in a pile on his lap. She covered her mouth once his forehead was bared, trying to supress the urge to gasp.

"What? What is it?!" Ben fretted.

"It's… you…" she tilted her head, trying to get a better look, "you have a third eye."


	3. Chapter 3

Max stifled a yawn, straightening his back as he sat opposite his grandkids. Gwen had called him almost as soon as Ben had gotten to her house, and they both seemed to be in quite a state. Ben's parents were hysterical, of course, and Gwen's folks weren't too excited to be woken up in the early hours either. But this was a serious incident, and Max knew it couldn't wait until the morning.

"Ben, we're gonna have to take you down to HQ, get you properly tested." He nodded to his grandson, but Sandra put an arm around Ben's shoulders instinctively.

"What are you going to do to him there? Shouldn't he stay with his family in a time like this?!"

Gwen stepped in before Max had the chance to respond. "There's an eyeball growing out of Ben's head, Aunt Sandra! Outside of Plumber's HQ, I don't think there's a single place on Earth that deal with this sort of thing."

"Gwen's right, Sandra," Max frowned, glancing over at Ben. All three of his eyes looked dazed, pointed down towards his feet. "Right now, the best way forward is to just run some tests and see why this is happening."

"Do you have any ideas, Dad?" Carl looked up at Max, his eyes sunken in from lack of sleep.

Max hesitated. "A… few. But we can't be certain right now."

"Grandpa?" Gwen raised an eyebrow at Max.

"Look, there could have been a number of chemicals Vilgax had on his ship. While we can't pin this on him exactly, we can't rule it out either." He lied.

Gwen went to say something, but she relented, much to Max's relief. Sandra stood up, her hands still on Ben's shoulders.

"Well, I'm going with my baby." She stated, her stubbornness firm in her voice that Max wasn't going to push.

"Ben? That okay with you?" He hunched down a little, trying to encourage his grandson to meet his gaze. Ben hung his head, covering his face with his hands. His skin had almost taken on a more mint colour in the current light. Sandra sat down, stroking Ben's hair lovingly.

Gwen stifled a yawn, before standing up and taking out her phone. "Well… I should let Kevin know what's going on."

"Your Kevin? It's nearly 5," Sandra shared a look with her husband, "are you sure he'd be awake?"

Gwen smiled softly. "Knowing _my_ Kevin, he's definitely still awake." She squeezed Ben's shoulder encouragingly, before leaving to the kitchen for some privacy.

* * *

Ben had finally fallen asleep.

A bandage had been wrapped around his new eye, but not to cover his vision. There was a small observation device placed within the bandages to measure the rapid tissue growth – otherwise called RTG – inside Ben's new eye. There were monitor wires attached to Ben's back; the doctors had noticed further tissue growth along his spine, which sounded tremendously worrying to Max.

They were hesitant to give his grandson any medication for his nausea, but after it persisted for so long – and Sandra's determination to berate any doctor who refused – Ben was finally administered something to calm down his sickness. That must have been what helped him sleep finally.

Max stretched, glancing down at his watch. It was nearly 7 in the morning. He grimaced a little, looking over at his grandson, his daughter-in-law, and then Carl, who were sat together on the miniature sofa near the hospital bed. Both were sound asleep.

Now was the perfect time.

He lifted himself out of his chair, and took out his old Plumber badge as he left the room. He clicked on the face of the badge in a specific order, which brought up a holographic list of contacts. He took a deep breath; he had to call someone who had once been very dear to him, someone he hadn't seen since Ben was just a kid – well, technically he still is, but…

The face of a woman showed up on the screen, a green woman with three purple eyes, long appendages cascading on either side of her head, and a gentle expression.

"Max Tennyson!" Xylene clapped her hands. "What a pleasant surprise!"

Max smiled. "It's been a while, Xylene."

"Indeed. To what do I owe this pleasure?" She rested her pointed chin on her long slender hands.

"I have… a bit of a favour to ask." He glanced over his shoulder for a moment. "Remember Carl?" Our… son?"

"Oh yes. What, is he dead?" She asked casually, tilting her head to the side.

Mx chuckled, shaking his head. "No, he's… it's his son, Ben. Remember Ben?"

"Tiny, green eyes… I remember him. What about the child?"

"There's, uh… there's no easy way to –"

"Has he inherited my genetics?" She smiled hopefully.

"Bingo." Max nodded firmly. "Look, I know I'm asking a lot –"

"I'm coming down right now to meet him. Thank you for telling me, Max." And with that, the line went dead.

Max cursed under his breath, before pinching the bridge of his nose. He made his way back into the room, leaning onto Ben's bed. He shook Carl's shoulder gently, waking both him and Sandra up.

"Is everything okay, Dad…?" He looked behind Max to keep an eye on Ben, who was still sound asleep.

"Ben's fine, it's just…" he sighed, "I called your mother."

"Oh?"

"Your… _mother_."

Carl was silent for a few moments, before his shoulders slumped a little. "Oh."

"Carl?" Sandra raised an eyebrow at her husband, before looking up at Max.

"Honey, there's something I've never told you about my family." He glanced at his father for assistance. Max sighed.

"Verdona, Gwen's grandmother, she raised Carl and Frank with me, but… only Frank is her biological son."

It took Sandra a few moments to process the information. She frowned a little. "Who's…?"

"Who's Carl's real mother?" Max sat down opposite the couple. "Before I met Verdona, I was with someone else. Xylene, a Uxorite."

"A what…?" She looked back and forth between Carl and Max.

"It's a, uh," Carl stammered, "…Dad, what _is_ Mom again?"

Max chuckled a little. "A Uxorite. They're from a distant planet, Ringa Morr."

"But why?" She frowned, holding Carl's hand. "Why did you raise them both as Verdona's kids?"

"Xylene's race isn't very… maternal in nature." He explained. "Once they're born, they're left to their own devices. But Carl, he was just as vulnerable as any other human baby. By the time I found out about him, I was already with Verdona." Max leaned back into his seat, looking down at Ben. For the first time in the last 24 hours, he looked peaceful. "Verdona's race, as carefree as they are, are very maternal. We all agreed that it would be best to raise Carl on Earth with his brother."

"We never told Frank because, well, we didn't think Ben would inherit any of my mother's, uh, traits. Mom wasn't interested in me, so we didn't want to make a big deal about it." Carl shrugged a little, before chuckling nervously. "I guess that backfired, eh?"

Ben grumbled in his sleep, and Sandra stood up, running a hand through her blonde hair. "I just… I need a moment to process all this." She placed a gentle hand on her son's sleeping head, before leaving the room. As soon as she left, a member of the medical staff popped their head around the door.

"Magister Tennyson? There's a visitor waiting for you in reception."


	4. Chapter 4

"He's very tiny, isn't he?" Xylene tilted her head, watching Ben. It was hard to tell what she was thinking with those pure purple eyes of hers.

"Well, he did come early." Sandra chuckled a little, stroking Ben's hair.

Xylene nodded, before looking Sandra up and down and frowning. "I take it he was much much smaller when he first hatched, am I correct?"

Max chuckled, putting his hand on the small of Xylene's back. "Mammals, Xye'. Remember?"

Xylene rolled her eyes. "Your kind fascinates me. I hear your bowels are miles long."

"…bit of an exaggeration, Mom. And a bit, uh, off-topic." Carl scratched the back of his neck, gesturing to his son.

Xylene made her way around the bed, examining Ben all the while.

"No tail, he must have only started maturing… Huh, he still has a human nose, how odd." She leaned very close to his face, before opening his mouth and pulling his tongue. Sandra gasped; her son's tongue had shifted into a long purple appendage.

"Xye'!" Max frowned, reaching out to stop her.

All three of Ben's eyes flashed open, and he shrieked.

The room was filled with a soft purple glow as IV bags, pillows and all manner of equipment went flying around the room. Carl instinctively put his arm around his wife, but Xylene stood completely still, observing Ben quietly. Her own eyes glowed as she smiled, and Ben was surrounded by a calming glow, freezing him in place.

"Hush now, Benjamin." Xylene placed her hand on Ben's cheek, and waited. One by one, each object lifted by Ben dropped slowly to the floor, and only then did the purple aura around Ben disappear.

Max put his arms around Ben's shoulders comfortingly. "Ben, do you remember Xylene? From when you were a little kid?"

"Yeah I remember! Why were her fingers in my mouth?!" He gagged.

Xylene's smile widened, but only by a fraction. "I'm your grandmother. That's why."

Ben stared at her intensely, before looking up at his grandfather.

Max nodded before sitting down to explain. All the while, Ben kept his eyes exclusively on Xylene, still on edge.

Once Max had finished explaining everything to Ben, Ben turned to his grandfather.

"…bet Uncle Frank isn't gonna be too pleased about that."

Xylene leaned on the bed, tilting her head, the appendages falling around her head like sentient hair. "You still seem to be having a lot of trouble getting a grasp on your powers, Ben."

Ben glanced away from her, crossing his arms. "It only happens when…"

"When you get distressed or frustrated." Xylene nodded. "Bouts of emotional turmoil can cause oneself to lose control of their powers. That's why I had to take you over when you woke up," Her expression softened a little, "forgive me for that."

Ben grumbled a little, and Xylene took that as encouragement to continue.

"A Uxorite with a fading connection to their home world usually finds training their abilities to be extremely difficult. Seeing as you've not stepped foot on Ringa Morr, I can't imagine how much trouble you'll have if you stay here."

"What are you trying to say?" Sandra frowned at Xylene.

"What I'm saying is that, should you stay on Earth, Ben, it's unlikely that you'll be able to discipline your ability at all. Without building a connection to Ringa Morr, the core of our powers, you will spend the rest of your life having uncontrollable episodes at possibly the slightest disturbance in your emotional state."

Ben stared at Xylene for a few moments, before his expression hardened. "So what? You want me to just fly off with you to your home planet and leave everyone behind?"

"Ben –" Max tried to intervene.

"No! When Gwen's grandma tried to take her away, she didn't have to go! I shouldn't have to either!" His eyes began to glow bright purple, and Max noticed Ben's parents taking a step back. Xylene frowned slightly as she began to notice the objects discarded on the floor gaining the purple glow again.

"Ben, you're upsetting yourself…" Sandra said quietly, eyeing the glow.

"I don't wanna leave Bellwood or Gwen or Kevin! Or you, Grandpa Max!" His expression was full of despair for just a few moments, before his face shifted back to rage. "I'm NOT going!"

Once again, everything enveloped in Ben's purple aura was flung into the air, only this time they flew right through the ceiling, causing plaster to fall into the room. Max covered his head, but Xylene reached out, and everything froze. Ben watched his grandmother in shock, anxiety sinking into his stomach as he took in the result of his anger. He didn't want to be sent away, but if he can't control his powers like he could with the Omnitrix…

Max placed a gentle hand on Ben's shoulder, looking up at Xylene. "It might be an idea to give Ben a while to take everything all in."

Xylene nodded, crossing her arms. "You're very powerful for a little thing, Benjamin." She smiled down at her grandson, who did not look happy at being called 'little'. "I believe it will be best for everyone if I stay while you make up your mind, should you have another… episode."

Ben grumbled a little, before sighing in defeat. "Fine." He frowned.

* * *

"Just close your eyes, and for crying out loud, stop fidgeting." Gwen frowned at her cousin, crossing her arms.

As soon as Ben had been discharged, he had made a beeline to Gwen, begging her to help him figure out how to handle his newfound powers. So there they were, sat in the middle of Gwen's room on top of what Gwen insisted was a 'thin carpet decorated with runes' – in reality, it was a rather nice and rather huge scarf she'd found online. But it did the trick.

She'd meticulously placed an array of candles around her room, and kept all the lights off and the curtains drawn. In the centre of the scarf – ahem, the carpet, was one particularly large candle, fluttering with a calming blue light.

"It's a simple meditation, but affective." She'd said, sitting cross-legged on the other side of the candle. Ben watched the flame dance on the wick as she spoke, her voice soft. "You just need to watch the flame move, relax your muscles, and just say the first thing that comes to your mind."

He raised an eyebrow at her, "The first thing…?"

"Yeah. Even if it's a random string of words, just let it spill." She shrugged, "I do it a lot. It's good for stress, and it helps break down any barriers built by shame or guilt." Ben stared at her, and she rolled her eyes before plucking a hairband off her wrist. "Look, it's just a practice that helps teach you not to suppress any unwanted thoughts, and it can help you centre yourself if you get upset or anxious."

Ben nodded slowly, scratching the back of his neck. "So… do I have to do it in front of you or…?"

"Would you rather I leave?" She put her hair into a high ponytail, cautious around all the candles.

"Well, what if I say something weird?" He glanced to the side, rubbing his arms in embarrassment.

"So long as you promise not to set anything on fire, I'm fine with that." She shrugged, before setting a timer on her watch. "Look, I know it sounds kinda silly, but even simple meditations like this can get pretty intense if you've got a lot of stuff packed up in your head." She stood up, adjusting her skirt. She made her way to her door, looking back at Ben. "I'll come back in five minutes, okay? _Please_ don't set anything on fire."

Ben chuckled. "I'm not that destructive."

She raised an eyebrow at him, before leaving the room. Leaving Ben alone with his thoughts.

Ben bit his bottom lip, staring down at the candle. He felt awkward suddenly; he crossed his arms, staring at the candle still. His mind felt blank and it frustrated him to no end.

"Okay… okay, just say whatever comes to mind." He mumbled to himself, gazing into the blue flame. "Candle… wax… fire… Heatblast," he frowned; he missed his aliens, he missed all their different forms.

"Diamond Head… Spider Monkey… Rath…" He rested his head in his hands, gazing into the flame. "Wrath… anger… monsters…" His mind drifted back to the villains he'd fought with the Omnitrix, each bad guy he'd got to lock away.

"Malware, The Forever Knights… Vilgax." The nightmare flashed behind his eyes suddenly, and without a single warning he felt like he was drowning all again, sinking into icy cold darkness.

A burst of purple energy erupted from Ben as he shook the dream away, and the candles were sent spiralling across the room, splattering wax across the carpet and walls. Ben yelped, and the candles all dropped like flies around him. Within moments, Gwen was back in the room, eyes wide and stance defensive. She looked around the room, at the wax drying on her bed and walls, the remaining candles sprawled throughout the room. Her shoulders slumped.

"…At least you didn't set anything on - FIRE!" She suddenly created a violet bubble around the open book on her desk. A still-lit candle had landed on it, and had began to burn the pages. All the oxygen was sucked out of the bubble, and the fire soon went out.

Ben grimaced, embarrassed almost.

"…maybe I do need Xylene's help with this."


	5. Chapter 5

Ben's parents had been arguing with him ever since he told them he wanted to go to Ringa Morr.

"You don't have that watch anymore! None of us can guarantee your safety!" Carl threw his hands up in exasperation as Ben slumped down onto the sofa next to his cousin.

"Omnitrix," Ben pinched the bridge of his nose, before continuing, "the longer I stay here, the less control I have of my powers."

"If he doesn't come with me," Xylene added, "his time will run out. There is only a short amount of time he has to connect to our world. If he misses this window of opportunity, he could end up causing immense destruction with no way of predicting it." She wondered slowly to Max's side, her arms crossed over her chest. "Not only that, it could shorten his life span."

"His life span might be shortened anyway if we can't protect him!" He frowned at his father, then looked to his mother. "I don't know anything about you or your planet. There's nothing that can convince me that it'll be safe!"

"You were fine with us travelling before." Gwen stood up to defend her grandfather.

"Ben had that watch!" Sandra exclaimed, "he had something to protect him. And besides, Ben has a life here. He has friends. We can't just rip him away from all that."

"My life will be over if I don't go!" Ben stood up, balling his hands into fists. This time he tried to keep a lid on his temper; the last thing he wanted was to tear up his living room.

"Look, Carl, Sandra, I know why you're angry. I understand that." Max put a hand on Ben's shoulder. "This is something that Ben needs to do. Think of it as a… prolonged operation. Without it, he'll die."

The room went quiet for just a few moments before Carl sat on the sofa and ran a hand through his hair. After a while, he finally said, "We can't make sure he's safe if he's so far from home."

Xylene's expression softened. "He'll be with me…"

"I haven't seen you since I was a child, Mom." He frowned at Xylene. "Verdona was the one who raised me. The one who I have memories with. I don't know you."

"At home, once the young hatch, we're left on our own," she tried to explain, her voice soft, "I left you with Max and Verdona because I didn't think you'd survive on your own."

"That's the point Xylene," Sandra sat down with her husband, "we have no way of knowing what'll happen to him in your world."

Max scratched his chin in thought. Gwen tilted her head at him curiously, observing his expression. "Grandpa?"

"…would you feel more at ease if Ben had a bodyguard?"

Carl gave Max a funny look. "A bodyguard?"

"A bodyguard?! I don't need a bodyguard! I'll be fine!" Ben crossed his arms, before Max lead him out of the room quickly.

"You can't be serious, Grandpa Max. I don't need –"

"I know, kiddo. I know." Max glanced back at Ben's parents in the living room as they thought. He kept his voice hushed. "Look, your parents aren't gonna let you go without a fight. I think it might be best just to get someone so they know you're being looked after." Max held his hand up just as Ben began to protest. "It's for their sakes. Come on, Ben. They'll worry themselves to death otherwise."

Ben glared at Max, before slumping his shoulders. "This whole thing is unfair."

"I know, kid." Max ruffled his grandson's hair, smiling. "Don't worry, I won't get you some stuffy grumpy Plumber like me. I'll get you someone you can get along with. Someone your own age."

"Really? Like who?"

Max winked. "You just leave all that to your grandpa."

* * *

"Thanks for meeting with me, Choronach." Max shook Captain Chonorach's hand after he'd entered the Captain's office. Plumber's Academy was a long ride from home, and Max was treacherously tired.

The green-skinned Captain could see it clearly on Max's face, and offered him a friendly smile. "Hope the journey wasn't too rough, old man." Max chuckled as they sat down, but before he could say anything else Choronach dived right into the main topic; he was friendly, but was quite well known to the students for having next to no patience for small talk. "So you said you needed a bodyguard for your grandson."

Max nodded, "He's… stubborn. He needs someone his own age, you know? Someone who can keep up with him," he leaned back into his seat, sighing heavily, "if it weren't for that, I would have just asked a favour from a Plumber who's already long-since graduated."

Choronach watched Max closely as he listened. He smiled, "I believe I know of at least one student who could fill that role."

"I assume pulling them out won't affect their education."

"I wouldn't even suggest it if it did. Believe me, the way this kid's going, he could miss a whole year and could still pass with higher marks than most of the other seniors in his class."

Max raised an eyebrow. "You're exaggerating."

"Oh please, Max. Why would I?" Choronach shrugged, before tapping a button on his wrist, "Send him up, please, Victor."

* * *

"So what, you're gonna grow a tail too eventually?" Kevin crossed his arms, leaning back into Ben's desk chair.

Ben had taken refuge in the comfort of his room with Gwen and Kevin while Max was away. He didn't want to deal with his mother and father getting sappy and upset about him leaving. At least not yet.

"That's what Xylene keeps saying," he grumbled as he chucked his game controller to the other side of his bed. It was the 14th time in a row he'd gotten a Game Over on his favourite level. "Argh, I've played this like a million times now!"

"It might help if you could actually see." Gwen shook her head, the corners of her mouth turning up to a soft smile.

"I can see perfectly fine," he frowned.

"Your new eye can't." She stood up, taking a hair clip out of her pocket before pulling back Ben's fringe, deaf to his whinging. "Look, I know you never asked for any of this, Ben, but pretending it doesn't exist won't make it go away."

"Only if you don't try hard enough…"

Gwen placed her hand on her hips as Kevin piped up. "So, like, does that mean your whole spine gets longer? Or do you think it'd just be made out of meat?"

"Why are you so obsessed with me potentially having a tail?" Ben grimaced. Kevin shrugged.

"Did she say when it'll grow?"

Ben rolled his eyes as Gwen picked up the controller, continuing the game. "Xylene said our kind only grow tails after we reach 'romantic maturity' or whatever. It won't grow until I connect with my 'soul mate'."

"It's a really interesting culture, Ben, "Gwen bit her lip as her character fell into a trap room surrounded by enemies, "You should try to learn more about it."

Sandra knocked on the bedroom door, creaking it open. "Benji, Grandpa Max is home."

"Thanks Mom." Ben stretched as Sandra left, and frowned at Kevin as he snickered. "What's so funny?"

"Your mom calls you Benji?"

"Shut up." Ben huffed as Gwen paused the game, following her cousin out of the room to the stairs.

Ben wasn't expecting to find an alien chatting with Max and his dad in the kitchen. Carl turned to his son, gesturing for him to come closer.

"Ben, this must be your bodyguard." He smiled as the alien stood up; he was easily taller than Ben's father, and had a surprisingly handsome face.

"This is Rook Blonko. He's a student at Plumber's Academy." Max explained as Rook extended his hand to Ben.

"It is a pleasure to meet you, sir." He smiled at Ben, who took his hand. His skin was much softer than human skin; in fact it almost had a silky feeling to it. It took Ben a moment to figure out that his hands must have been covered in a thin layer of fur.

"Uh, just call me Ben, dude."

Rook tilted his head, "okay, Bendude." He glanced over Ben's shoulder before he could correct him, and Gwen stepped forward.

"I'm Gwen, I'm Bendude's cousin." She smirked at Ben as she shook Rook's hands. Ben scowled at her as he tried to ignore Kevin snorting next to him. "This is my boyfriend, Kevin."

"'Sup." He extended a closed fist to Rook. Rook stared at Kevin's hand, before awkwardly shaking his fist. Kevin glanced at Gwen, who gave him a firm 'be nice' look.

"We'll leave you kids to get to know one-another," Max gave Ben a pat on the back, "we're going to talk to your grandmother." And with that, Carl and Max left.

Gwen lead the group into the living room, clearly more at ease with the situation than Ben (or at least trying to appear so). She plopped down onto the sofa, pulling Ben down with her. "So Rook, where're you from?"

Rook's face lit up a little as he sat in an armchair next to the sofa. "I am from Revonnah. I believe your galaxy has a planet similar in size. Pluto?"

"Revonnah? That's where they harvest amber ogia right?"

He nodded proudly. As he spoke, Ben found himself studying his new bodyguard. The markings on his face, the pointed tips of his ears, the unusual shade of red in his eyes. It was only when Rook actually met his gaze that he realized how long he must have been staring. He tilted his head as Ben glanced away.

"Magister Tennyson said you are an Uxorite, correct?" Rook asked.

"Uh, yeah?"

"…why do you not have a tail?"

Ben groaned.


	6. Chapter 6

Max had insisted on Ben being left to get to know his bodyguard better, but for the past half hour it had been Gwen who had been dealing with most of the talking while Ben sat back in his chair, his hoodie pulled around himself like a layer of protection. Gwen kept asking Rook about the culture of his home world, about it's people, it's origins, its traditions. And Rook kept looking over at Ben, trying to include him more into the conversation (which often made Ben shrivel further into his hoodie-shell). It wasn't Rook's fault, nothing about this situation was, and Ben knew that. But it didn't stop him from being stroppy. He was aware that he was being more of a brat than usual, but the most frustrating thing about it was that Ben couldn't seem to stop himself.

He didn't want a bodyguard. He didn't want to go to Ringa Morr. He didn't want to leave his friends and he didn't want another eye growing out of his head! He just wanted his Omnitrix back, he wanted his old life back. Sure, it was hectic, and far from normal, but at least he was happy.

At least he wasn't having nightmares every other night.

"Did you, Ben?" Gwen's voice suddenly popped Ben's bubble of self-pity he'd built around himself, and he sat upright.

"Eh?" He shook his head at his cousin.

Kevin kicked him under the table. "Your Omnitrix, idiot."

"Hey!" Ben reached over to shove Kevin as Gwen rolled her eyes, giving Rook an apologetic smile.

"I said, didn't you have Revonnahgander DNA in your Omnitrix?"

"Uhh," Ben looked over at Rook, scratching the back of his neck. Something about his gaze, though his expression was gentle, made Ben want to fidget. "No, I don't think so."

Rook pouted a little. "That is a shame. Though I cannot imagine my form being pleasing to be in during your summers."

"Why?" Gwen frowned a little.

"Because the dude's covered in fur, Gwenny?" Kevin smirked a little, raising an eyebrow. Gwen squinted at Rook, and Kevin began chuckling. "Really? Is your eyesight that bad?"

"Maybe you'll have to get those nerdy square glasses." Ben grinned, though his laughter quickly shifted to a yelp when Gwen punched him in the arm.

"Shut up, doofus! No I won't! …D'you think?" She glanced at Kevin for a moment, who quickly moved around his table to wrap his arms around Gwen's shoulders.

"Don't listen to what that twig says, you'll still be gorgeous." Kevin kissed her cheek, and the moment was immediately ruined by Ben's audible gagging. "Really, Tennyson?"

"Well, it's hardly a good example to share your saliva in front of guests." He crossed his arms, raising a smug eyebrow at Kevin.

"I do have to admit," Rook piped up, "your kind has an… interesting way of showing affection."

"Really? What kind of stuff does your kind do?" Ben looked up at Rook.

"Oh, we groom each other."

"You… what?"

"Um… you know," Rook raised the back of his hand to his mouth, and ran his tongue over his knuckles as a demonstration. Ben found himself unable to look away from Rook's mouth, an oddly warm feeling gathering deep within him.

"O-oh, um, like a cat?" He managed to stammer eventually, "your tongue looks all sandpaper-y anyway."

"I did not know cats have sandpaper tongues," Rook commented in surprise, "but yes, I do suppose it is a rather feline instinct."

Ben glanced over at Kevin, who was giving him a smug grin, like he knew something.

"What?!"

* * *

"Okay, what about this one?" Kevin asked.

"No, too long." Gwen replied.

"Uuh… this one?"

"Seen it a hundred times." Ben grumbled.

"We've been going through Netflix for an hour!" Kevin threw his hands up.

At least a week had past now since Ben had been… diagnosed, and all the preparations had been made. The only thing left to do was for Ben to actually leave. But he wasn't leaving without giving a proper goodbye to his friends. So he'd insisted on something he couldn't remember doing since he was a kid.

He was having a sleepover.

Gwen had claimed the sofa in the living room, leaving Ben and Kevin on the floor, but Ben didn't mind surprisingly. Sandra had tried to convince them to make use of the spare room, but Ben wanted his friends close tonight, seeing as he wasn't going to see them for god knows how long. The trio were surrounded by emptied boxes of junk food, and rejected plates of healthy (and disgusting) alternatives made by Ben's mom.

Ben grumbled, crossing his arms. "We could watch Sumo Slam-"

"NO." Kevin and Gwen said in unison.

Ben sunk further into his sleeping bag. "Ugh, it's meant to be MY going away party and I'm not even allowed to watch what I want."

"That's only because everything you wanna watch is garbage." Kevin flicked the TV onto the horror section before

Gwen grabbed the remote off him. "If we can't decide what to watch I'll put something on random."

They continued to argue until Gwen put on The Pet Cemetery. "Isn't this the one about the cat that dies?" Ben stuck his tongue out.

"I thought you liked cats. I thought you liked their sand-papery tongues." Kevin smirked, and Gwen couldn't help but snicker.

"What...?" Ben frowned at them both, crossing his arms. "Seriously! What?!"

"I thought you liked how they groom each other." Gwen pretended to lick her knuckles, and that was when the penny dropped and Bens cheeks went pink.

"Really?" He grumbled, curling up grumpily.

"Oh come on, you went bright red when he started licking his hand." Kevin laughed, leaning against the sofa.

"I did not!"

"You kinda did, Ben," Gwen shrugged, smiling at her cousin, "aaaand, you were on the other side of the table, but you could still see that his tongue was catlike."

"Oh come on! That doesn't mean anything!" Ben huffed, trying to stop his voice from growing shrill.

"You're getting super defensive." Kevin grinned, nudging Ben.

"You're both jerks." He picked himself up and stomped off. "I'm going to the bathroom."

"Aw, you gonna pretty yourself up for your bodyguard tomorrow?" Kevin winked as Ben left the room. An empty bottle of soda was lifted through the air with a purple light and crashed into Kevin's head.

Ben sighed, washing his hands over the bathroom sink. He looked up at his reflection, at the unnatural green skin and extra eye. The whites of his eyes had gone an unmistakable shade of lavender, as had his pupils. The only thing he could recognise in his own face were his rings of green. He hated how he looked now. As arrogant as everyone believed he was, he hadn't thought of himself as the most attractive person in the world to start with, but now he just looked gross. His skin looked sickly, his eyes looked infected. He grimaced, trying to cover his third eye with his fringe.

He looked at his wrists in the mirror. They looked strangely thin and delicate without his chunky Omnitrix. He hated being without it. He missed his aliens. They all seemed to have personalities of their own, their own preferences and own fighting styles. But now they were all gone... would the Omnitrix even recognise his DNA anymore? He wasn't even human anymore. He might never get the Omntrix back ever. He felt his bottom lip tremble, and felt a tingling heat at the tips of his fingers. He watched the toothbrushes shivered, glowing purple. He took a deep breath and looked away. It was always a heat in the tips of his fingers whenever he got upset, whenever anything began to float and glow.

He exited the bathroom, wondering to the fridge. As gross as he knew it was, he'd developed a taste for Grandpa Max's cooking. He finally knew how sickened Albedo had felt when he'd developed a taste for chilli fries. Taking out a small box of fried... creature appendages, Ben made his way back to the living room. Gwen had tried to put on some kind of documentary, and of course that had resulted in the couple fighting over the remote.

Ben smiled, watching them. He threw himself onto the sofa in between his cousin and friend, much to Gwen's surprise and Kevin's annoyance. "I'm gonna miss you guys."

"I'm sure not gonna miss you." Kevin grumbled.

"Kevin!" Gwen frowned at him, before picking up her phone off the floor. "I know it's super cliche but... photo?" Ben grinned, but hesitated. He tried to cover his new eye further, before Gwen batted his hands away. "Smile!" She grinned, pointing the camera at the trio.

"I don't consent to this -!" Kevin tried to get out of the photo, before Ben forced him to look forward just as the camera flashed. Gwen showed them the photo; half of her face was cut out, Ben had blinked, and Kevin had never looked so startled. "DELETE IT GWEN!" Kevin tried to reach to get the phone, but Ben shoved him back long enough for Gwen to get up, laughing. The trio didn't get to sleep until the early hours of the morning.


	7. Chapter 7

Ben stared up at the ship with a firm sense of unease hanging over his shoulders. His luggage had been piled onto Xylene's ship already; all that was left was for Ben to board. His mother had tried to cuddle him so tightly that morning he almost started to think she wasn't going to let go, and Gwen had forced him and Kevin into an awkward "goodbye" hug.

"Call us as soon as you land, alright?" Gwen ruffled Ben's hair, smiling. "I wanna know all about what Ringa Morr looks like, you gotta send me tons of pictures –"

"Easy, he's not even gone yet." Kevin smiled, putting a hand on Gwen's back.

Gwen sighed, giving Ben another hug, "Just… try not to destroy the place. I know what you're like, Omnitrix or not."

"Oh come on, do you really have such little faith in me?" He crossed his arms as Gwen pulled away, and his cousin gave him a look.

"And for crying out loud, you're gonna make that eye short-sighted if you keep covering it up," she held Ben still as she pinned his fringe up with a clip adorned with a little blue cat head. He grumbled, trying to shove her off but Gwen was having none of it. "You need to look after yourself, the more you cover it up, the more self-conscious you'll be about it anyway."

"Leave him Gwen, he probably wants to make himself look nice for his bodyguard." Kevin smirked with pride as the blood rushed to Ben's cheeks.

"Would you shut up about that already?!"

"Hey, I'm not the one with the crush –"

"I DON'T HAVE A CRUSH ON MY BODYGUARD!"

Ben jumped at the sound of Grandpa Max clearing his throat.

He turned, seeing his grandfather standing with Rook well within hearing distance. Max was trying not to smile, whereas – luckily for Ben – Rook just looked confused. Max put a hand on Ben's shoulder, steering him away from Kevin and Gwen. "Come on, kid. It's time to get going. You got a long journey ahead of you."

Ben's cheeks burned ass he glanced back at his cousin and Kevin. He could just about hear the last few words of whatever Rook had asked, and Gwen cutting Kevin off briskly with a "Don't worry about it."

Ben waved at them from the entrance of the ship, knowing that was going to be the last time in months he'd see his friends face to face.

Ben could feel his heart sinking as the ship left the Earth's atmosphere. He stared down at his phone, at the photo Gwen had sent him.

"Benjamin?"

Xylene's voice snapped him back to his senses.

She held out a black metal… ring? She pressed down on its side, and it snapped open. "Put this on, it should help you handle your telepathic outbursts."

Ben grimaced, staring down at the device. Xylene sat down with him; she'd noticed how maternal a lot of the humans were towards him, so she tried to imitate that for Ben's sake. "You might hurt yourself and not mean to. You won't have to wear it too long, just until you begin to get a grasp of your powers."

Ben nodded glumly, taking the large black ring before snapping it around his wrist. He wanted it to remind him of his Omnitrix, but it wasn't bulky enough. It was sleek and feminine, and more like a bangle than anything. "Thanks, Xylene," he toyed with the device; it was just big enough to feel loose on his wrist, but luckily not big enough to slip off his hand.

Xylene went to say something else, but instead took to patting Ben's knee. "It will take a few days to get home. Why don't you get settled into your room?" She stood up before Ben could reply, "I'm going to see if the engine room needs any re-charges." And with that, she left.

Ben sighed, standing up. The ship reminded him of a flying apartment of sorts; the entrance had led to a hallway which then split off in two different directions. Ben wondered down to the right first, finding a rather bland room with three doors. The door to Ben's room had been left open by whoever had brought his bags up. He frowned as he picked up one of his cases, laying it on the bed before opening it up. He dug through his clothes to find a small handheld games console, one his dad had gotten him for Christmas a long time ago. It was green and admittedly rather battered, but Ben still loved it. He slid it into his back pocket before leaving, shutting his door behind him, to explore the rest of the ship.

There was one other door he hadn't noticed before, but it was bolted shut. He frowned in disappointment; it must be the way to the engine rooms and all that boring stuff. Ben changed directions to explore the other doors that were opened, finding that the left door led to a lounging area complete with book shelves and couches, as well as a small but pleasant kitchen. He hadn't expected to find Rook stood by the shelves, flicking through the various books piled around.

Rook turned to Ben, and smiled. It was such a simple gesture of friendliness, but it made Ben feel warm. He tried to tell himself it was purely a result of the misfortune he'd been dealt – any form of comfort was of course going to be welcomed. Normally, Ben prided himself on being more of a social butterfly, despite the trait having gotten him into a multitude of… encounters with villains. But now he found himself short on words. Again, he tried to come up with some reason as to why this was – he was caught off guard, that was all. He wasn't in the mood to talk to someone he barely knew anyway.

Ben was too pre-occupied with finding a reason that he forgot entirely to greet Rook. So Rook took it upon himself to do so.

"Your grandmother has a vast collection of documents about your planet," he showed Ben the book he held, his expression full of fascination, "your planet is much bigger than my own, but I was not aware one race could have such a variety of cultures."

"Uh, yeah," Ben shrugged a little, trying to play it cool, "I don't think even we knew how big the world was in the early days, so we just kinda… stuck together I think."

Rook nodded, looking down at the book with wonder.

Ben sat down, taking out his handheld console. But no matter how many times he restarted his current level, he couldn't concentrate on his game. Not with Rook sitting across from him. Ben glanced up at the alien; Rook seemed absorbed by Xylene's book, his eyes seemingly fleeting across each page, the edges of his mouth lingering upward into a relaxed smile. Ben had never actually seen a Revonnahgander in the flesh before, so he wasn't sure if all of Rook's race looked as handsome as he did, or if he was just an exception.

Rook looked up, meeting Ben's gaze with an expectant expression. He tilted his head at Ben, as if to say "yes? What do you want?"

"Oh, uh," Ben stammered, trying to think of a better response than 'sorry for ogling you, I think you're very attractive'. "I was just wondering, 'cuz you know, you said we have lots of cultures. I was just curious about what your planet was like. In terms of culture, and stuff." His cheeks burned with embarrassment; he wasn't one for trailing off or jabbering and he didn't think it suited him at all.

"Ah," Rook smiled again, "We only have one main culture domaining over my planet. Not everybody follows it, but many more do." He took the ribbon hanging off the book, placing it over the page he was on before shutting the book. "Revonnah is made up of mostly farmers, so we value tradition and community."

"Wait, farmers?" Ben raised an eyebrow, "Why'd you decide to join the Plumbers then?"

Rook chuckled, glancing out of the large window behind them. It revealed the black galaxy, littered with glowing stars and the outlines of very distant planets. "Revonnah is very far from most other civilisations, but we have very little protection from attack." He frowned a little to himself. "The most valuable thing on my planet is amber ogia, and should any dictator or lowlife decide to take it for themselves, there is not much Revonnah has in defence."

"Why would they want it…?"

"Amber ogia is one of the most versatile materials in the galaxy," he explained with a hint of pride, "a small amount can not only feed an entire space fleet – it can clothe it and fuel it. It is bad enough trying to keep the rodents away, but should a powerful outworlder with a malicious agender set their sights on my home…" he grimaced, crossing his arms.

Ben found himself frowning as well, and felt compelled to cheer him up somehow. "Hey, you said your planet is super out of the way, right? It's not like your world is well-known. I mean, when was the last time anyone attacked?"

"…True – but either way, it is not easy living day to day life with the thought of potential attacks always looming over one's head."

"I know how that feels, pal." Be sighed, deflating a little.

"It was not taken very well when I told my family I was going to become a Plumber," he smiled sadly, "Revonnahganders are a gentle race. We do not usually affiliate ourselves with the wars and disputes of other people."

Ben nodded, before glancing down where his Omnitrix used to be. "Bet you must have been quite horrified when you left. Not every race is as peace-loving."

Rook grimaced a little. "I have read history files about your race in particular… humans have a long past of violence, even among yourselves."

There was silence between them for some time, before Rook asked rather nervously, "Do you enjoy crushing people?"

"What? No! Of course not," Ben shook his head vigorously, "Look, I know we're not the best species out there, but we don't all go around beating other planets up – well, not all the time…"

"No, I meant… do YOU enjoy crushing people?"

Ben scowled in offence. "What makes you think that?"

"I did not mean to eavesdrop, but I heard your cousin and her mate saying you had crushed people. Or rather, had crushes on people." He tilted his head, worried.

Ben's face went red. "…ah. You heard that." Ben scratched the back of his head, "Look, I…" He wanted to tell Rook what he really meant, what that phrase really was supposed to mean, but he found the alien's hesitant expression to be so disarming… he felt the words growing smaller and smaller in his mouth until they disappeared entirely. "It's just a little in-joke I have with Gwen, you probably wouldn't get it. But don't worry, I don't literally crush people." He solidified the lie with a chuckle, and Rook smiled in relief, placing a hand over his chest.

"That is good to hear. It must sound silly now, but I was quite concerned about what you meant." Rook looked back up at Ben, his smile causing the blood rush back to Ben's cheeks, "Thank you for being honest."

 _Aaand now I feel bad_ , Ben thought to himself, a pang of guilt resounding in his chest.

Rook got up then, carefully placing the book back where he found it before turning back to Ben. "It is beginning to get quite late; I suggest we begin making something to eat before we get to sleep."

Ben glanced at the digital clock built into the wall – it was the early hours of the evening. With no sunset outside, Ben had found it hard to tell what the time was, so he nodded at Rook. "Sure, so long as you don't follow any of my grandpa's recipes."


	8. Chapter 8

_The nightmare was enthralling, consuming all other thoughts like a black hole in Ben's mind as he laid in his bedroom. He felt awake, but he couldn't move. It wasn't like there was anything pressing him down, fastening him to the bed; it simply felt as though his whole body had turned to stone. He could barely breathe, let alone move. Ben was vaguely aware of something – or someone – standing next to his bed, watching him closely. The figure was huge, blocking out what little light there was in Ben's room, tendrils hanging from its chin like guts, writhing and curling. There was a deep, cold chuckle, and an alarming sloshing sound. Ben managed to strain himself enough to glance to the door, to see water cascading in from the gaps around the wood._

 _As water flooded into Ben's room, so too did dread flood through his whole system. He could feel his entire body stiffen, but that was all he could do, as his heart clattered erratically, the weight of his ribs slowly crushing it. Sweat broke out in his clenched palms as the large figure sat by the edge of Ben's bed. The door was thrown open by the vengeful flood, icy saltwater filling up every inch of his room. It was rising fast, but the figure seemed unbothered as Ben squirmed and writhed desperately in his cage of a paralysed body. The figure leaned close, grabbing Ben by his shoulders, before suddenly shaking his viscously._

"BEN, WAKE UP!"

Ben's eyes flung open, but it took a few moments for him to actually register Rook's face above his, his expression fraught with concern.

Ben bolted upright, at first he felt like the clutches of the nightmare was still holding him – he felt wet, as if he'd been drowned. It took a moment for him to realise he was drenched in sweat. "Rook…?" He stammered, his voice croaky and small.

"You were screaming, I thought you had injured yourself," Rook explained, still clutching Ben's arms, "but when I came in, you were still asleep."

"I was screaming…?" Ben placed his hand on his forehead, wincing as he accidentally poked his third eye. "It felt like I couldn't move…"

Rook grimaced. "Are your nightmares always that… intense?"

"No, actually." He curled up a little when Rook's grip finally relented. "I rarely ever have nightmares… until recently…"

Rook's expression didn't change as he leaned back. "Do you want to talk about it?"

Ben glanced up at Rook hesitantly, before sighing. "Did you ever hear about Vilgax?"

Rook's expression darkened, and he nodded. "Magister Tennyson has filled me in on the details of his demise. He explained your brief disappearance after the event."

Ben kept his eyes down as a shiver passed through him. "Since then I keep having nightmares that I'm drowning… That something is watching me drown, or…"

"…Or someone." Rook finished.

Ben nodded, uncurling from his ball. He hated how vulnerable he felt in those moments. "Where, uh, where's Xylene?" He glanced up at Rook, who chuckled slightly.

"Asleep. A Uxorite does not wake until they are well rested... no matter what occurs around them."

Ben thought for a moment, "doesn't that make them... really vulnerable to attack?"

"Sadly yes. But I read that males and females have different sleep cycles and that ensures that at least someone is awake in case of an attack." Rook smiled.

"You read a lot, don't you?" Ben smiled back. "All the time. I love learning about other worlds," Rook nodded enthusiastically, hoping that perhaps this change in conversation might distract Ben from his nightmares. "My own planet has a long history, but there is only so much I can read over and over."

Ben nodded again, and the pair sat in peaceful silence for a time. Ben seized the opportunity to study Rook now he was so close. The alien was covered in fur, making pyjamas mostly useless (though of course he still wore bottoms). Ben blushed a little to himself, glancing at Rook's face to make sure the alien didn't catch Ben checking him out.

Rook had a well-built lean figure; he reminded Ben of the Olympic swimmers or runners he'd seen on TV. To his surprise, Rook's chest was covered by a clean white instead of the periwinkle fur that seemed to coat the rest of his body. Ben noticed black stripes, the same ones on Rook's head, decorating his arms. He suppressed the urge to reach out and touch his bodyguard to see if the black stripes were velvety like his hands, or if they were more course like human hair.

"Perhaps I should…" He made to stand up, but Ben – almost instinctively - reached out to grab Rook's wrist. Ben was certain for a moment that he could feel Rook's pulse pick up against his fingers, but he pushed the thought aside.

"…I don't wanna be on my own." He said quietly, the urge to look away nearly overwhelming. But he held Rook's gaze, watching his expression soften like butter. Rook smiled that gentle, disarming smile, and sat back down. Ben smiled back thankfully, feeling a warmth rushing up to his cheeks as he laid back down. "Thank you, Rook."

The rest of Ben's sleep that night was dreamless and peaceful.

* * *

Ben awoke to the sound of a buzzing alarm.

His eyes flung open, surprised to find Rook still slumped down by his bed before the memories of the night before returned to him. His expression softened as he reached out, patting Rook's shoulder to wake him. His eyes fluttered open, and for a moment Ben could see his pupils as large round drops of ink in his eyes, before they shrunk back into slits. He yawned, his lips curling back, allowing Ben to see the full extent of his sharp canines; he had to resist the urge to gasp. He hadn't expected Rook to be able to stretch his mouth so wide. Then again, if cats could do it… and Rook did remind Ben of a cat…

"Ah, you're both awake." Xylene smiled softly, leaning by the side of Ben's door. Before either of them could respond, she turned away, "It's time for… breakfast? Yes, that's what you people call it. Get dressed and come out soon." And with that she left briskly.

Rook chuckled softly as the woman's strangeness, before turning to Ben. "Did you sleep well, Ben?"

Ben smiled, nodding. He scratched the back of his neck in embarrassment. "Thanks for staying. I don't normally have nightmares, so…"

Rook held his hand up. "It is alright. My little brother has night terrors quite frequently, he is always pestering someone to stay with him until he falls back to sleep."

But, while Rook was only trying to assure Ben, it didn't help much. Ben realized then that surely Rook only saw him as someone to look after, someone who pesters others. He suppressed the urge to grumble in disappointment as he threw the covers off him. _Well, I guess he IS meant to be my bodyguard…_ Ben thought to himself as Rook stood up.

"I will leave you to it, see you outside." He smiled at Ben, before stretching. Ben could see his muscles moving under the short layer of fur, and that familiar warmth rushed to his cheeks. But once again, Ben felt the twinge of disappointment in his chest as Rook left the room.

Ben sighed, glancing at the pillow behind him. The cat clip Gwen had given him must have falled out of his hair. He picked it up, a faint smile appearing on his face before he used it to pin his fringe out of his third eye. After, he quickly threw on his clothes before meeting Xylene in the kitchen. She wore a deep frown as she read some instructions off a holographic tablet. She huffed, turning the tablet off before serving up a pan of freshly-cooked food. At first glance, Ben thought it was some kind of noodle dish.

Only, noodles don't wriggle. Xylene laughed softly at the face he pulled, before she poured some of the… stuff into a metal bowl, placing it on the breakfast bar. "Oh shush, they're already dead. The nervous system just continues spasming after a while."

"That doesn't sound appetising in the least…" Ben hesitantly climbed onto a stool in front of the bowl, but as strange as it sounds, whatever was in the bowl actually smelled wonderful. The "noodles" were a rick chocolatey brown in colour, and they writhed in a liquid that resembled thin blood and oil. There were a few vegetables from Earth that Ben recognized, but the rest of the contents of the bowl looked foreign to him. He picked up the bowl, squinting as he took a sip of the liquid… and it was one of the tastiest things he'd ever had. It was spicy and rich, and surprisingly salty.

"See? All that complaining and for what?" She sat opposite Ben with a bowl of her own. Ben went to offer her a fork when her tongue darted out into the bowl like a frog. He quickly looked back to his bowl.

"This is… really good."

"You sound surprised." She pretended to be offended.

"No, no, it's just… Grandpa Max's cooking never smelled as nice as this does." He shrugged.

Xylene smiled, scratching her chin. "As you mature, your taste buds change quite drastically. I believe this is also the case with regular humans. As well. I think it's a good idea to try more… exotic food as you grow, it does a person good to have an open mind."

Ben hummed in agreement, taking a mouthful of the noodles. He expected them to be crunchy, like bean sprouts, but they were soft like bread. It was… odd, but it wasn't exactly a bad texture.

"Where's Rook?" He glanced at the uneaten bowl Xylene had left by the side.

"Still in his room. Last I checked, he still has to blow-dry his fur… he'll be there a while I imagine." She giggled a little. They sat in silence for some time, eating in peace, before Xylene piped up, "he's quite handsome, wouldn't you agree?"

Ben choked on his food.

Xylene laughed airily. "Oh come now, our kind is a very observant species." She smiled knowingly at Ben.

"I have no idea what you're talking about." He crossed his arms, suddenly very interested in the patterns the noodles made in his bowl.

Xylene didn't move an inch. Instead, she continued smiling. "…If it's of any interest or, perhaps, comfort to you, I can hear his heartbeat."

"You…?" He looked back up at her.

"Revonnahganders have larger hearts than the average mammal. His heart speeds up a little around you." She lapped up the remaining soup in her bowl, before wiping her mouth on a napkin. "Ah well. It's just food for thought."

As if on cue, Rook walked in then, and Ben couldn't suppress his laughter. Rook's fur had puffed up into a mass of fluff covering everything that wasn't already covered by his armour. He grumbled at Ben, frowning. "This is why I do not like blow-dryers."

"Oh dear…" Xylene smiled empathetically, getting up to pat Rook's shoulder. He looked down at her hand with a confused expression.

"What are you doing?"

"Oh, I'm pat-patting your shoulder. Do you not do that where you come from?" Rook shook his head. "Oh well, there's breakfast waiting for you. Honestly, you mammals eat so slowly…" She shook her head, leaving the boys in the kitchen.

Rook's frown styed stuck to his face as Ben tried to stifle his giggling. "Please stop that." He shook his head at Ben as he took the bowl of food, which had stopped wriggling at last.

"Sorry, sorry, it's just…" Ben wiped his eyes a little, "you look so fluffy. Like a Persian cat."

"A Persian cat? Are they different to regular felines?" He raised an eyebrow as he sat down.

"Yeah, they're MEGA fluffy." He grinned, but his expression soon died down as Rook looked away awkwardly. "…sorry. I'm not saying it like it's a bad thing. It looks, um, it looks cute."

All that did was deepen Rook's frown. "It is itchy, and uncomfortable. I cannot imagine how Persian cats feel if they are fluffier than this."

Ben went to speak again, but doubted his ability to say anything helpful. So the pair sat in silence for some time; Ben kept trying to come up with something to say to make Rook feel better, but nothing was coming to mind. And then, just as Ben came up with something to say, the entire ship shook violently.

"What the hell is that?!" Ben tried to hold onto his stool for support as Rook instinctively gripped his shoulder. Xylene marched through the kitchen, thoroughly irritated, before retrieving her tablet from the side.

"Xylene, what's going on?!" Ben looked up at his grandmother with concern.

"Oh, those idiots operating the ship have only broken one of the engine pieces! We'll have to make an emergency landing in the Anur System."

"The what-now?!" Ben hopped off his stool, attempting to cross the room to Xylene as a brutal tremor shivered through the ship. He back against Rook, who was using the breakfast bar as support.

"Hold on tight! We're tryna land!" A squeaky voice came through the radio, before another croaky one interrupted it.

"Wrong button, Driba!"

"Get OFF, Blukic! I know what I'm doing!"

"JUST LAND THE SHIP!" Xylene shrieked as Rook wrapped a secure arm around Ben to stop him from getting hurt. Ben leaned against Rook, screwing his eyes shut as a horrific screeching echoed through the ship; Ben could feel Rook flinching at the sound.

"We do NOT get paid enough for this…!" The squeaky one, called Driba, cried out, and for a few long moments the whole ship was plummeted into darkness. Ben looked up, and only thing he could see were the two crimson halos of Rooks eyes.

The ship crashed onto the planet's surface, and finally the lights flickered back on.

"Ugh, we're here. Welcome to Anur Transyl." The one named Blukic grumbled through the radio.


	9. Chapter 9

Ben stared out of the window at the new planet in awe and apprehension. Anur Transyl reminded him of an old stop-motion animation he'd watched when he was a little kid. He'd found The Oogie Boogie Man terrifying at the time, but Gwen had loved the movie as a whole. He was half-expecting to see all manner of monsters to come wondering out of the woodworks singing Halloween songs.

"What did you do?! We could have died!" Xylene had her hands on her hips, looming over the tiny Galvins who hand their heads hung low like children caught misbehaving.

"We was only trying t' sort out one of the engines…uh…" Blukic kept his eyes to the ground shamefully.

Xylene grumbled, shaking her head. "Well, excellent job, because now it's broken. You're both lucky we landed on the only planet in this system with a Plumber base on it." She stormed off, opening up the entrance to the ship, before turning to the others. "Rook, please try contacting the local base. We're going to need help."

Rook nodded, glancing at the little Galvins with an almost pitiful expression, before moving to the radio. But just as soon as he flicked the device on, a gravelly voice flooded through.

" – anyone – there?! Is any – out there?!" The voice, panicked, cut in and out.

"This is Rook Blonko of the Plumber's Academy, do you copy?" He frowned, a bad feeling already brewing in his gut.

"Oh god – everywhere – they're - !"

"I repeat, this is Rook Blonko of the Plumber's Academy, do you copy?!"

"Whoever's out – warn you – STAY AWAY!" And with that, the radio went silent.

Rook's frown only deepened, and Ben turned to him. "What d'you think that was all about?"

"Whoever that was, they appear to be in trouble." Rook bit his bottom lip. "I've heard that voice before…" He mumbled to himself.

"Well, we gotta help them, right?" Ben made to go to the door, before Rook blocked his path.

"I do not like this, Ben. It is not wise to venture out at this time."

"What do you mean? Whoever's out there needs our help!"

"I have to agree with the tall blue one." Driba held his hand up. "We're not exactly in the best position now that our ship's out of sorts."

"Only because of you." Blukic crossed his arms with a huff.

"Uh, no! It's because of YOU tampering with the engines!" And so, the two immediately began fighting.

Rook sighed, reaching down to pull the two tiny aliens away from one-another. "Neither are you are helping. My advice is to stay put until more information comes to light."

"Uh, he's already gone." Driba pointed to the door, and Rook immediately dropped the Galvins.

"Ben?!" He looked out, scanning the immediate area. But Ben was nowhere to be seen. He darted out, spotting Xylene tinkering with one of the dented wings, a result of the sudden landing.

"Xylene, did you see which way Ben went?!"

"What? He's run off?!" She stood up, looking around.

Rook growled, running a hand over the black fur on his head. "I am going after him." And with that, he took off into the gloomy town.

Just as he left, the ship's radio flickered to life. Driba and Blukic looked over at it, puzzled.

"Did you mess with the radio as well?!" Driba pouted at Blukic with disappointment.

"Nuh-uh. Coulda sworn the old thing was broke –" Before he could finish, a woman's voice took over, echoing through the ship. Her laughter was fruity, yet somehow hollow and airy. The Galvins hesitantly approached the radio, poking it. But immediately, the laughter grew louder and louder, until even Xylene could hear it from outside.

She huffed, stepping back into the ship before placing a hand on the device. She yelped, withdrawing her hand sharply as sparks flew out of the radio. And with that, the device went dead. She turned to the tiny Galvins, who had taken to huddling away in the corner.

"What did you do now?!" She frowned.

"We didn't do nothin'! We swears it!" Blukic shook his head. Xylene turned away before exiting the ship once more, but she couldn't deny the feeling of unease cloaking her as she looked out at the silent streets.

* * *

Ben wondered through the winding streets of Anur Transyl, admiring the weird and wonderful architecture. It was such a morbid place, but he found it charming in its own way. What he didn't like, however, was how empty the streets were.

"In this town, we call home, du-du-du-duu-du the pumpkin song…" He hummed to himself, shoving his hands deep into his pockets. That was when he spotted a figure in the distance, tall and still as a statue.

"Hey!" He called out, completely forgetting everything any horror movie had taught him.

The figure shivered, turning to Ben. She was a tall, pale woman, with darkened eyes and black hair that gathered in a long pile around her feet. There were subtle stitches over her skin, and a strange batlike crown-thing was stuck to her forehead. Ben stopped in his tracks as the woman glided towards him. "Uh…"

She screamed, and her jaw became unhinged like a snake's.

Ben spun around and bolted, his blood running cold. "STRANGER DANGER STRANGER DANGER!" Without warning, a clawed hand grabbed his shoulder and yanked him into a dark alley, and the ghostly woman darted right past.

He was thrown to the floor, and the door was slammed shut behind him. He looked over, his hand instinctively going to his wrist before he remembered his lack of an Omnitrix.

"Relax, relax, I'm a friend." The wolf held his hands – uh, paws out in front of him. Ben recognized the Plumber's uniform instantly.

"Who are you?" Ben rose to his feet, wiping the dust off his pants.

"My name's Scout, I'm the Plumber stationed here." He held his paw out to Ben, who shook it. Unlike Rook's fur, which had an almost silky quality, Scout's fur was rougher and much longer.

"I'm Ben. Are all the citizens here like… that?" He grimaced, gesturing to the door.

Scout sighed, rubbing his eyes. He looked exhausted, yet his body language screamed 'I am alert, I am here'. "Lady Transyl has risen."

"Lady who...?" Ben raised an eyebrow.

"A long time ago," he turned away from Ben to what looked like some sort of make-shift work station, where he placed down one of his many taser guns. He busied himself cleaning it, "there were a race of people in this system called Vladats. They spread to each planet in the Anur system… they spread like a disease." He grimaced as Ben approached. "Nobody knows exactly how, but one day they just… vanished. Well, they didn't vanish specifically. But they all… died."

"They all just dropped dead? Like flies?" He leaned against the work station, watching Scout pull a pair of gloves over his hands before he began handling the silvery bullets laying on the table, reloading his gun with each bullet meticulously. They snapped into the gun like magnets, a blue electric current running through each bullet before he snapped the gun shut and cocked it.

"Legends say their bones were scattered across the planets. With nobody of her race left, Lady Transyl tried to hide away in her castle at the core of the planet. But the citizens supposedly dragged her out, and left her to dissolve in the suns' rays."

"…sounds like a spooky story to me. Are you saying she's somehow come back from the dead?"

Scout gave Ben a serious look. "I am. And she wants her followers back. Did you notice that bat thing attached to that poor girl's head?"

Ben nodded.

"That's what Lady Transyl uses to control the minds of her followers. Anyone, no matter what species, can be forced into loyalty to her through those creatures." He adjusted the long metal headband around his forehead, before plucking one from under the table and handing one to Ben. "How'd you get here, by the way? I've been sending out distress signals for weeks and nobody's answered me."

"We… we actually crash-landed here."

"'We'? Who else was with you?" He turned to Ben properly, his face twisting to a worried expression.

"Well, there's my grandma, two technicians who caused the ship to crash in the first place, and my…" He gulped, "bodyguard."

Scout frowned, scratching the back of his head. "Ben, I know you don't wanna hear this, but your grandma and the others are in mortal danger."


	10. Chapter 10

"Okay, so, as long as I keep this thing on, Transyl's batty things can't control me?" Ben poked the metal headband wrapped around his forehead, covering his third eye.

Scout nodded, holding out what looked like a more sophisticated water gun to Ben. "Any possessed citizen we come across, you spray with that. Try to aim for the 'batty things'."

"What about those silver bullets and stuff?" He pointed to the much more menacing gun attached to the back of Scout's uniform.

"Those are for if we come across Lady Transyl. We're not here to hurt the citizens."

Ben nodded, opening the compartment holding the strange liquid. His nose wrinkled at the smell, before he began chuckling. "Is this garlic?"

"It's a compound of liquidized lead and concentrated aqua… and yeah, a lot of garlic." Scout adjusted his headband, "Now, you sure you know the way back to your ship?"

"Absolutely… mostly. Probably. Let's go!" He exited the gloomy base, looking around to see if he could spot any of the 'citizens'.

A thick silvery mist had rolled over the town as the "sun" had risen; the orb in the sky was completely crimson, and cast an ominous glow over the surrounding area. When Ben had arrived, it was remarkably cold, but now it couldn't be any more different. Ben had wrapped his hoodie around his waist, and had to resist the urge to remove his only shield of protection to wipe the sweat from his forehead. He had to keep his third eye squinted shut against the metal strap. Anur Transyl looked positively Hellish during the day.

"How do you live in this heat? I'm not even covered in fur." He turned to Scout as they made their way down several back alleys, ducking out of sight of any wondering citizens.

"It's not so bad, daytime only lasts about two hours or so. Three in the summer." Scout suddenly held a hand out, and the pair backed up against the wall. They had reached a clearing in the mismatched houses, and wondering around, as if patrolling, was that same long-haired girl from before. She wondered, twitching and grumbling like something out of a horror movie, in circles around the clearing.

Ben pointed his water gun at the girl, before Scout put his paw on the barrel. "Don't," he whispered, "best to just try and sneak past."

The sound of gunfire resonated through the air then, distracting the ghostly girl. Her head snapped back in the direction of the noise, and from a near-hidden alley Rook emerged, followed by a small horde of monstrous-looking aliens. Some were bound in decaying bandages, only eyes and teeth visible between the gauze. Some were ghostly beings like the girl who dragged veils of black hair behind them. Some were even large and chunky creatures, seemingly stitched together from a cluster of other beings. What they all had in common, however, were those strange batlike creatures that had attached themselves to each and every forehead. But the ones that Ben took special notice of were not the stitched-up aliens, or the ones bound in gauze or even the ghostly white ones.

The ones that immediately caught his attention, far and few as they were, were the aliens shrouded in cloaks, bodies slender and sharp, faces mutated and teeth yellowed. They all carried some form of bladed weapon, be it scythe or scissors, and their bottom halves were nothing more than striped snake-like appendages. Their appearances alone made Ben shiver, and when one took a swing at Rook, Ben's heart stopped.

"Rook!" He leapt out of his hiding spot, deaf to Scout's calls. Within moments, several monsters shivered, turning their attention to Ben; none of them seemed to notice barrels, boxes and even stones springing to life in a blur of purple light, colliding into each citizen and sending each of them flying. He knelt down by Rook's side, helping him up. He grimaced at the red staining his fur from the cut across the back of his head.

Rook shoved Ben away from him, his pupils contracted into tiny slits. "What is wrong with you?! You cannot simply run out into unknown territory, Ben!"

"Uh, fellas, we can argue later but right now we've still got a bit of a situation." Scout joined them, gesturing to the horde that began to regain their footing. And as they stood, more seemed to crawl out of the woodworks, each adorned with a bat covering their forehead. Scout cocked his gun, taking aim. "Whatever you do, aim for the bats!"

Ben took a deep breath, before firing. A long stream of icy liquid shot out from his gun at a much higher velocity than any water gun on Earth could have accomplished. It hit one bat square in its large eye, and it began to sizzle and burn away, shrieking. The bat's victim clawed away at what was left of it, their mind finally their own, before ducking out of the way of the remaining horde. Ben grinned in satisfaction, glancing at Scout and Rook. But their expressions were grim, locked onto their targets – and taking down a lot more than Ben was.

He quickly turned back to the victims in front of him, and continued firing. Soon the air was filled with Hellish screams and the smell of burning meat and plastic as the bats began to rot away one by one. But as the horde's numbers began to noticeably dwindle, one of the many Ectonurites leapt into the air, before slamming themselves down into the trio, sending each one flying in the other direction. As Ben fell to the ground, his gun scattered far out of his reach. He scrambled to pick it up, his fingertips brushing against the trigger before spindly claws dug into his back, propelling him high into the sky. He'd have screamed, if he had any air left in his lungs to scream with.

"You're not getting away from me that easily, Ben Tennyson." A wheezing, strained voice brushed against his ear, echoing through his head.

"…Ghostfreak?!" Ben twisted in the monster's grip, turning to see Zs'Scayr's gnarled contorted face.

"NEVER call me by that name!" He dropped Ben suddenly, allowing him to fall down, down, down before plucking him from mid-air, carrying him off. He dropped the boy onto a roof, pinning him to the crooked tiles, before laughing a raspy laugh as he grabbed a handful of Ben's fringe, ripping off the metal headband before yanking up Ben's hair, earning a yelp from the human. "My my! What has happened to you, Ben Tennyson? You have a tumour growing out of your ugly face!"

"Well, I wouldn't call him ugly." A fruity, penetrating voice seemed to flow through the air around them, and a long, curvy figure formed out of the shadows. The woman carried an intricately decorated parasol to block out the red sun rays. She seemed to wear a crimson mask, but when Ben looked closer he could see the leathery curves of red was fused to her icy grey skin. She wore a tight ensemble of velvet and leather, scarlet and pitch black. Her eyes were a biting shade of violet, and Ben found himself simply unable to tear his eyes from hers, even as Zs'Scayr dropped him. He howled as he fell from the roof, before the woman grabbed the back of his shirt. The fabric strangled him as he was dragged up, and he could only breathe once she flipped him over to stare deep into his eyes. He felt a chill going down his spine as she grinned, her crimson lips curling back so he could see row after row of sharp metallic teeth.

"As a matter of fact," the woman continued, running her tongue over her fangs, "I'd say he's quite handsome."

"Wish I could say the same about you, lady." He managed to gasp out before the woman's grin turned into a grimace. She reached out behind Ben, and an abyssal hole opened up into the ground beneath them both. The woman effortlessly dropped off the roof, holding Ben close to her as they fell into the hole.

Rook watched Ben disappearing into the ground, and darted over, only just dodging the swings of mindless attackers. "Ben!" He skidded to a halt as the hole closed up after the boy, and he cursed to himself before turning back to the battle at hand.

He plucked the gun Ben had dropped, and fired into a mummified alien's face. He howled, tearing away at the bandages that had protected the bat, and Rook grabbed him by the elbow and shoved him as far as he could away from the main horde as the bat dropped from the Khufan's forehead. That was when a burning sting jabbed its way into Rook's leg, causing him to fell to his knees. A roar burst from him as the agonising heat shot up his thigh, his hand moving down to grip the wound. But the scythe was still wedged into his leg.

He glared up at the writhing Ectonurite, his teeth bared and his pupils dwindled into tiny slits, before the mindless victim tore her blade from Rook and swung it above her head, intending to bring it down and split his skull. With his other leg, he booted her in the stomach, shoving her back long enough for him to take aim and fire. But just as he squeezed the bullet, another Khufan smashed the gun out of his grip, his gauze coiling around Rook's neck suddenly to squeeze the life out of him. He gagged reaching for his Proto-tool; with the click of a button the firearm shifted form into a blade, and the Khufan howled as he sliced through the gauze. He made to leap onto Rook, before Scout rammed into him, flinging him into a rampaging (but luckily blind) Transylian, who's arms were flinging around and around, his fists like hammers.

"Close your eyes!" Scout yelled as he joined Rook's side, holding up what looked like a makeshift grenade attached to a handful of small glass vials. Rook squeezed his eyes shut, covering his face as Scout smashed the 'grenade' onto the floor a mere foot away from them. The bomb let out a veil of thick smoke, and the vials – which had been filled with the same ingredients as the 'water guns' – fused with the smoke. Scout helped Rook to his feet as the horde became painfully blinded by the bomb, and the two Plumbers scraped away from the crowd. The only clue to their escape was the drip-drops of blood left from the gash in Rook's leg.

* * *

Xylene grumbled in dismay, her hands glowing with a violet aura. "I can't sense them anywhere! Where are they?" She scratched her chin, turning back to re-enter the ship. "So, we're stranded, our ship is broken, we can't connect to the Plumbers' base, aaaand my grandson has eloped with the most naive Revonnahgander I've ever met. Wonderful."

"Perhaps things are not as hopeless as you believe."

Xylene snapped her head back, startled by the new voice. At the bottom of the steps leading up to the ship stood a tall Vladat, donned in black robes lined with a jade-toned silk. His demeaner was calm, friendly even, but his expression was grim. Xylene frowned at him, taking a cautious step back. "And who might you be? I thought all the Vladats were long gone."

"All, but one." He held out a long lone claw, before bowing to Xylene. "I am Whynn. Since the fall of my people, I have stayed within the shadows, so moving between crowds silently has become second nature to me – my apologies for frightening you."

Xylene's expression remained hardened; she crossed her arms over her chest. "And why, pray tell, have you decided to show yourself to me? You wouldn't happen to know the way to the Plumbers' base, would you?"

Whynn raised his head at that, and sighed. "I do. But first, I must warn you of what has become of this planet. It would be unwise stepping out into a world like this without knowing what lies ahead."

Xylene glance back at the two Galvins, who had taken refuge from the stranger under the breakfast bar. Her lips curled back in disappointment, before turning back to Whynn. "Go on, then. Indulge me."


	11. Chapter 11

Ben was hanging from the ceiling of the old castle. As soon as they'd fallen into the heart of the once-grand underground home, Lady Transyl had Ben suspended from the chandelier by Kuphulu, one of her slightly-more-favoured henchmen.

"So, uh, tell me, Lady Transyl," he struggled in vain against the gauze that had bound his arms around his chest like a straight jacket that smelled of damp, "how are you finding ruling a horse of mindless slaves? Must be kinda boring."

"No, not really." She shrugged, wiping off the dust from her old throne before sitting down neatly. "It makes things simple. It makes things easy. It makes everyone do exactly as I please." She smiled sweetly at Ben. Kuphulu had tied the end of the gauze binding Ben to a broken lever by Lady Transyl's throne. She undid it, holding her end tight like a dog leash, before lowering Ben down slowly. "Though I do understand where you're coming from – the unpredictability of rebels can be somewhat exciting." She ran a claw down Ben's cheek. "I must say, when Zs'Skayr told me about you, I was expecting someone much more… unflattering."

"Well, that's typical Ghostfreak for you. Always a diva." He shrugged, trying to appear nonchalant.

Zs'Skayr growled, waving his fist as he began a retort, but nothing could be heard over the viscously haughty laugh that bubbled out of Lady Transyl's mouth. "'GHOSTFREAK'?! Oh, that is SO QUAINT! I might have to start calling you that!"

"Don't even think about it!"

Lady Transyl smiled to herself, ignoring Zs'Skayr as she circled Ben, running her tongue over her fangs like she was watching her next meal being prepared. "So," she began, running a long claw down Ben's cheek. He had to suppress the urge to shiver at her icy touch, "what would such a sweet little morsel like you be doing in the Anur System? Hm?"

"Eh, you know, just seeing the sights, making memories, trying not to die." He shrugged.

"Oh, how quaint. And what about your friends? The wolf and the…." She frowned for a moment, "the tall… blue… one?"

"Uh, same as me?"

She stared at Ben for a very long time, tilting her head slowly to the side in thought. "Why do I not believe you?"

"The boy lies. He always lies." Zs'Skayr growled, floating around Ben like a bad smell.

"Hm. No matter. They will be ours one way or another," she smiled sickeningly, "and you… I think I'll keep you very close. It's not often we get visitors that aren't… well, repulsive."

"You're not suggesting that you're gonna keep me as some, what, some lapdog?" Ben frowned, "Yeah, that's not happening."

Lady Transyl smiled, making a gesture at Zs'Skayr; the ghostly being crept around Ben, grabbing his head and holding him in place. He clutched him so tightly, his claws cut into the sides of Ben's face.

"Ow! Hey, watch it!" He tried to squirm as the stinging rippled through his cheeks, which only made Zs'Skayr grip him tighter. "What're you -?!"

"Hold still now." She ordered, before hacking and coughing violently. A bat flew out of her mouth and clung onto Ben's forehead, and he yelped, squinting all three eyes shut.

But then… the bat slid off Ben's face and fell to the floor in a crumpled heap. The room was silent as the little bat shivered, twitched, and then turned to ashes. Lady Transyl's face, once calm and confident, now contorted to flat out rage. "WHAT DID YOU DO?!" she shook Ben's shoulders.

"ME?! I didn't do anything!" He yelled back.

She let out a frustrated roar, shoving the boy away from her. "I will find a way to make you mine. Just you wait." She spat, turning sharply and leaving. Zs'Scayr stared at Ben in confusion, grimacing, before leaving with Lady Transyl.

And so, Ben was left alone in the decrepit throne room. He grumbled to himself, looking around the large room which smelled of damp and dust. _At least I'm not one of her gross slave things_ , he stared down at the bat as its smouldering remains let off a disgusting smell. He wrinkled his nose, squinting at something caught his eye in the remains of the creature. The bat's body mostly consisted of its eye, but at the centre of the fleshy mass appeared to be a blade of some kind. The closer Ben looked, the more he realised it was in fact some kind of syringe-razor blade… thing. "We definitely don't have those on Earth." He mumbled.

What was important was that it was sharp. He took a breath, and began to concentrate. He normally used his new powers through his hands, but seeing as they were tied up…

He gritted his teeth, shutting his eyes. All he could see was darkness… and the blade. It seemed to glow under his eyelids, and within moments he felt it lift up as though he was plucking it from the ground himself. He took a deep breath, planning on slowly pulling the blade close to him. He meant to drag it slowly up the gauze covering his chest, so he could wriggle his arms free and do the rest himself.

Instead, the blade shot forward, slicing through not only the gauze but Ben's shirt as well, before implanting itself into the high ceiling. Ben cried out before dropping to the floor, the hot stinging in his chest confirming that the blade had not only sliced through his shirt, but through his skin as well. Ben grimaced, staggering to his feet as his torn shirt became soaked in blood. He jumped up, ripping handfuls of the gauze away before darting to hide next to the impressive throne. He did his best to bandage himself up, before moving to stand up. He pressed his hand on an engraved skull on the side of the throne, and the panel sunk into the chair. A latch opened up in front of the throne, leading to a dark staircase.

Ben hesitated; he'd seen movies with castles full of secret passages. The hero would always be able to navigate their way out in a matter of minutes, but as soon as the thought crossed his mind he also remembered how Gwen would scoff at the movies, going on annoying tangents about how unrealistic it was. 'There's no way they'd know how to get out!' 'Castles in real life don't have stuff like that!'

Ben was snapped back to his senses as the sound of voices approached the throne room once again. Either way, he was screwed. At least he might have a chance of getting out if he went down the stairs…

And so, he darted down into the depths of Castle Transyl.

* * *

Rook hissed as he wrapped the bandages around his thigh. The gauze was laced with a numbing agent, as well as a healing remedy "of Scout's own invention" (needless to say, Rook was concerned. Had he any other choice in the matter, he would have declined). Though to his surprise, the insufferable stinging from his wound soon began to subside, but with that most feeling in his leg slipped away. He grumbled, sitting in the empty locker room of the Plumber Base, and began the long process of getting back into his Proto-Armour.

Rook looked around as he limped out of the locker room, at the black that had began to creep down the corners of the metal walls. The lockers themselves were old-fashioned, like ones he'd seen in the base on Earth. But everything seemed so… bland. It saddened him, actually. If this is what the Plumber Base looked like on this planet… He couldn't imagine where Ben was. Where _was_ he? Rook had been annoyed at him for running off without a care in the world – after all, how was Rook meant to be his bodyguard if he kept running headfirst into danger? – but now he was just worried.

"This base seems so rundown," he limped into the main area where Scout had set up his work station.

"It was built years ago," Scout shrugged, mixing up more of the strange garlic-liquid formula. He picked up an adjustable metal structure, which looked like a fusion between a leg brace and a garter belt, a silver ring to go around the wearer's waist and a few connected loops around the afflicted leg. He held it out to Rook, looking up at him, "back then, they all thought there'd be plenty of potential Plumbers from this system. Turns out they were wrong."

Rook took the brace, thanking Scout, before locking it around it around his waist and leg. He took a few wobbly steps forward, testing out the device. "What is going on here?" He looked to Scout as he paced.

Scout sighed, his ears drooping with weariness. "It's a long story."

"Then tell me the short version."

"Basically… the Vladats are back. At least, Lady Transyl is back – somehow. Everyone in the local area is under her control, but not willingly. Definitely not willingly."

Rook grimaced, adjusting the brace. "She has taken my friend. I can not let her get away with that."

"Friend, huh? I thought he said you were his bodyguard." Scout smirked a little, reloading his gun.

Rook grumbled to himself, folding his arms over his chest. "However you may see it, he is my responsibility."

"Is that _all_ he is to you?" He grinned then, passing Rook a rifle. Rook raised an eyebrow at Scout, who shrugged, "come on, man, I know your type. What's that saying? 'Tiny but mighty'?"

"This is nonsense." He huffed, slinging the rifle over his shoulder. "We are wasting time."

"You used to be fun." Scout hid his pistols on the holders stuck to his thighs, before moving to the doors. "What happened to you?"

"My emotions should not be connected to my work." His tone was clipped, "I cannot risk making that mistake again."

Scout grimaced, "Still a touchy subject. Sorry."

Rook's shoulders slumped a little at that, and the two remained silent after that, heading out of the safety of the base.

After a while, Scout piped up, "so how is she now? She recovered?"

Rook kept his eyes in front. "…I have not been home since then. I doubt my presence would be welcomed."

"…dude, they can't hold a grudge forever. Your dad can't stay mad at you for this long."

"You do not know my father like I do." He looked at Scout sadly.

Scout opened his mouth to speak, to try and give his friend some form of comfort, but no words came out, so once again, the pair became silent as they prowled the streets of Anur Transyl.


	12. Chapter 12

**Hi! Sorry for making some of you wait, I completely lost inspiration so this has been a struggle. I feel like this wasn't the best chapter as a result :'( but I hope you enjoy it anyway!**

It was starting to get difficult for Ben to keep track of how much time had passed since he'd entered the tunnels. Eventually each ominous staircase and unnecessarily long hallway blurred into one, like he was going through a loop. The only thing preventing the entire area from being pitch black were the odd blue pipes that had slithered their way around the old brickwork, glowing like the neon signs on bars that Ben had seen in Bellwood. In all honesty, they actually looked pretty cool, but the anxiety of potentially being caught was more than enough to prevent Ben from being able to appreciate the aesthetic.

Finally, after what felt like hours, Ben came across an old-fashioned door, made of a darkened wood and carved with intricate swirls and patterns. He crouched down, peering into the keyhole with his third eye. But all he could see was a faint glowing green. He scowled, trying the door handle. Of course, it was locked. He booted the door, like he'd seen people do in action movies, before promptly howling in pain as he clutched his foot.

He could already hear Gwen's snort in the back of his head as his skin flushed crimson with embarrassment, but at least there was nobody else there to judge his actions (except himself, of course). But then he remembered Gwen's advice from what already felt like years ago at this point. Meditation. So he took a deep breath, taking a few steps away from the door. He held his hands out, aiming at the door handle, before he shut his eyes. In the blackness, he saw a tiny dot. The more Ben concentrated, the bigger the dot became until it seemed to cover and consume everything in a soft pink glow. He gritted his teeth and flicked his hands forward, trying to aim this new energy at the door.

What he had hoped would happen was that maybe, just maybe, he could break the lock on the door. While Ben hadn't wanted to blast the door clean off its hinges, at least he now had access to the room.

He flinched at the destruction, quickly looking around. He swallowed hard, hoping he hadn't alerted anyone. He looked down at his hands in both shock and amazement; since when was he capable of such carnage without his Omnitrix?

He clenched his hands into fists and stepped over the splinters that were once a door, and his heart jumped into his throat as he stared at the contents of the room.

It was a laboratory.

The room was circular, and the walls were lined with large containers filled with a glowing green liquid. Floating in the liquid, pierced by a multitude of wires, were Vladats. Some were very well-formed, but most looked almost foetal in terms of development. There were some with limbs still stuck together, some with no limbs are all, some with blank slates for faces, even a few gnarly ones who seemed to have developed teeth before they'd developed lips, resulting in long white blades sticking outward near the bottom of their faces. It was… grotesque.

Ben could hear voices approaching, and panic set deep into his stomach. He hesitated, desperate for a hiding spot, before darting into an unoccupied locker, shutting the door just as soon as Lady Transyl bolted into the labs.

"I knew it! I knew the little brat had snuck down here!" She spat, her head swinging from side to side as she scanned the room. Zs'Skayr joined her side, equally irritated but more calm.

"He hasn't damaged my specimens, of that we can be grateful." He scraped his claws over the glass of one particularly-struggling Vladat who clearly was not developing properly.

Ben flinched, grimacing at the noise. But the locker was far too narrow for him to lift his hands to his ears, so he was forced to endure.

" _Your_ specimens? You made them from _my_ blood. I'd have thought I'd be given more credit than that." Lady Transyl crossed her arms, looming over Zs'Skayr with a disapproving expression. Ben could see him trying not to cringe under her iron glare.

" _Our_ specimens." He eventually corrected himself, clearly hating the power dynamic between them. However, his words did seem to please Lady Transyl, and she ruffled the fabric covering his skull as though he were a child, her expression softening like butter.

"And to think I was going to give him a dignified death." She tutted, shaking her head. "Oh well, we know where his little friends are. Soon, their energy shall be mine - I might make him watch as I drain the life from them." She giggled to herself, and Ben couldn't stop his hands from clenching into fists once more. He glanced over at the desk opposite the evil pair, and began to concentrate. A vial of nasty-looking red goo began to float away from the table. As each second passed, he kept glancing back at Lady Transyl, ensuring she didn't notice, before the vial was flung into the farthest hall on the other side of the desk. Eventually, the distant sound of smashing glass – and an unexpected explosion – caught their attention. They darted from the laboratory after the noise, giving Ben ample time to run back the way he came, his heart pounding as he fought the urge to look over his shoulder every other second.

* * *

Whynn led Xylene through the crooked streets of Anur Transyl, his steps so silent he may as well have been gliding.

"I can't imagine people being too friendly towards you after the fall of your people." Xylene had her arms folded over her chest as she kept a safe distance behind the tall Vladat.

He sighed mournfully in response. "My kind has… committed atrocities against the citizens of this system. I did not want to be labelled as a partaker in such acts." He glanced back at Xylene, his eyes coated in such a pale shade of jade they almost looked white. Over the years of solitude, they had begun to sink into his face. He looked old. He looked tired. "I am a coward. When I first felt the waves of energy emitting from Lady Transyl, I thought I had simply gone mad. But as she began to take over… I remained hidden." He frowned. "I was afraid. She is legendary in her power – so persuasive many of my kind rumoured that she could overpower other Vladats."

The pair marched down an otherwise-hidden alley in silence for some time after that, until Xylene stopped in her tracks. "Wait. I…" She squinted, peering around her surroundings as her eyes lit up, "I know that energy. One of our allies is nearby." She took the lead then, guiding Whynn to the end of the alley which opened up to what looked like an abandoned marketplace, rows upon rows of rotten fruits, meat and rusted appliances sat festering away. She knelt down, placing the palm of her hand on the cobbled stones, and a pair of purple footprints flickered to life for just a few moments. Immediately she rose to her feet and followed the fading tracks, signalling for the nervous Vladat to follow her.

"Rook…!" She tried to keep her voice hushed as she spotted Ben's bodyguard on the other end of the narrow hall of old stalls. Rook and Scout turned, their expression first of relief, before they spotted Whynn trailing behind her. Immediately their weapons were raised, and she was forced to stand between their aim and the Vladat. "Hold on! He's on our side."

"He's a Vladat! He's only on his own side!" Scout growled, keeping his gun firmly raised.

Xylene frowned, holding her stance. "I see you must be the Plumber situated here."

Rook slowly lowered his own weapon, placing a hand on Scout's shoulder. "This is Ben's grandmother, Xylene. If that Vladat wished to kill or enslave her, he would have attempted to do so by now."

Scout kept his teeth bared, but eventually lowered his weapon. And with that, Xylene gestured for Whynn to approach, who did so in a surprisingly meek manner. The anxious expression didn't suit such a tall and proud-looking figure.

"He's here to help, Rook," Xylene looked up at the blue alien, "he won't harm us."

"How do you know?" Scout responded before Rook could, his piercing eyes stuck forward, locked in on Whynn who, for the most part, was trying to avoid his gaze, "how can we tell he isn't going to lead us to Transyl's den and hand us over to her like gifts?"

Whynn did look up then, a frown etched into his features, "I'm not in league with Lady Transyl. As a matter of fact, neither of us were overly fond of each other during her reign."

"And how can we tell you won't use us to get in her good favour?"

"I don't want to be in her good favour." He huffed, crossing his arms.

Scout growled. "It's all good to say that. How do we know you haven't already killed that kid, huh?"

"I would never -!" He placed his hand over his chest, angered.

"Enough!" Rook glowered at them both. "We can not stand around bickering all day. As of now, we need all the allies we can get."

"Rook's right," Xylene nursed her head, "and if it makes you feel better, Plumber, Vladats can't control my kind. If Whynn tries to double-cross us, I'll kill him before he can take control of any of you. Deal?"

Whynn looked understandably horrified, but it did seem to lighten up the angry Loboan. "Deal. And the name's Scout, by the way."

"Well then, Scout," she smiled slightly, putting her hands on her hips, "charming to meet you, but we have little time to waste."

"I saw Lady Transyl taking Ben through a portal," Rook offered, the memory alone causing a cloud of worry to loom over his shoulders, "perhaps she has taken him to her… lair?"

"Of course, that would be her castle." Whynn nodded. "She claimed to feel more at ease beneath the planet's surface."

"Whynn, do you know any routes to the castle?" Xylene looked up at the Vladat, who pondered thoughtfully for a few moments.

"I'm not sure if they've changed the entrances since Lady Transyl's first reign, but I doubt it – they haven't exactly had the time to redecorate." He nodded then with more confidence, "yes. I remember an old route that wasn't used very often. It is, however, near the Anur Sea." He grimaced at that. "My kind are not fond of most liquids, which was the main reason the route was rarely used except in Last Resort cases."

"Then we'll take that route." Xylene placed a hand on Whynn's arm. "We'll find a way to get through the route without any of us being harmed."

The Vladat smiled thankfully, as Scout rolled his eyes, grumbling to himself.

"Lead the way, Whynn." Xylene gestured out over the rotten marketplace, and the group set out to find Ben.

* * *

Ben tried to go back the way he came, but it felt impossible to navigate the labyrinth of tunnels. Each winding hall looked the same, each staircase was cast with the same shadows. It was frightening, worrying, but most of all it was frustrating. And the looming anxiety of being caught once again followed him like a shadow.

But it was then that he began to feel a faint warmth. Like a gust of hot air blowing softly down the tunnel to his right. Hesitantly he followed the trail, the warmth taking hold of his hands as though someone were guiding him. It made him suspicious at first, but it soon felt like more of a comfort. The warmth grew the further he went, until suddenly he could almost hear someone else's voice in the back of his mind.

" _Are you sure this is the right way?"_ He heard Xylene. Excitement suddenly burst through him, and his feet sped up towards the warmth, towards his grandmother's voice. Her voice grew louder until he could actually hear it in the real world, and before long he could just about see her in the shadows of the labyrinthine underground.

"Xylene!" He called out, and the group turned to the boy bolting down the hall. He crashed into his grandmother, and she surprised herself by hugging him back.

"Benjamin! We were worried about you!" She pulled back, gasping at the red stains covering his shirt. "What happened to you?! Were you attacked?!"

"I'm fine, I'm okay," he smiled, shaking his head. But his smiled went away as he looked down at the crudely-bandaged injury, and he noticed the cuts and bruises forming along his jade green skin. But then he looked up to the others who stood behind Xylene, to Scout's dirtied fur and to Rook's leg brace. He grimaced. "I'm… I'm sorry for running off."

Rook sighed, "How are we going to protect you if you choose to disappear whenever you please?"

Ben resisted the knee-jerk urge to argue back, to insist that he didn't need protection. "I dragged you all into this because I wasn't thinking. I'm sorry."

Luckily Rook's expression softened at that.

Xylene crossed her arms, taking her usual stance. "Well, let's just get you out of this place as soon as possible."

"OH NO YOU DON'T!"

Lady Transyl came flying down the hall at immaculate speed, teeth bared and nostrils flaring.

"Run!" Ben cried, and the group bolted down a sharp corner, leaving Transyl crashing into a wall. She howled as she tried to gain her footing; Scout and Rook readied their weapons and fired, spraying the alien with the garlic concoction. Her screams grew louder but she didn't stop in her tracks. Instead, she just kept coming.

Xylene , being by far the most agile in the group, bolted towards the front, leading them all up a winding staircase. "There!" She yelled, pointing to an old door that towered over them all. She slammed into the door at full force, but it didn't move. Even when Rook and Ben bolted forward, pushing against it with all their might, it refused to budge.

"She's coming!" Scout aimed his gun towards the monstrous woman clambering up the stairs. He emptied his gun into her, and finally the ammunition began to take its toll. Transyl's skin burned, and her shrill cries echoed through the castle as smoke steamed off her melting form. That still wasn't going to be enough to keep her down for long, but it did give Rook just enough time to aim his Proto-tool at the door's lock and fire, blowing it open with the blast. They bounded out onto what turned out to be a roof; though it wasn't very high off the ground, and the stone was crumbling, it was clear that it was the top of Tranyl Castle. In fact, it looked as though most of the castle itself had sunken beneath the ground, and honestly it was hard to tell whether some climate effect had caused the sink or if it had been built that way. There were dozens of shattered statues scattered throughout the surface of the roof, so much debris that Ben nearly fell flat on his face when he tripped up on a skilfully-crafted bust.

Scout and Rook turned to the door, aiming at the opening. Then they waited.

And… continued to wait.

Whynn stepped forward, grimacing. "This doesn't seem right… she was right behind us." He glanced between the two Plumbers. They both shared the same confused, suspicious look.

"Uh, who's this guy?" Ben nudged Xylene.

"Whynn. Ally." She simply stated, batting away his hand.

"And we trust him because…?"

"We have no other option. Also, he hasn't killed us yet."

"…Okay."

Whynn turned suddenly, almost too fast for Ben to keep his eyes trained on him, and shoved Scout to the floor. But before the Loboan could protest he let out a pained cry and clutched his arm; one of Tranyl's bats was clutching his skin, chewing down onto it with its clamp of a jaw, before it deteriorated like the rest.

Transyl chuckled, standing high above them on a not-quite-destroyed statue of herself, her lips curled back to reveal an expression which was hard to differentiate between a grin and a scowl. Her skin still steamed as it burned, but if she was still in pain she certainly was good at hiding it. "This is MY castle!" She growled, holding her hand to her chest, "Do you truly expect to escape me in my own territory?!"

Ben nudged Xylene again, though this time to point to the side of the roof; several hands appeared from the edge, and then arms, and then heads. Transyl's slaves were clambering up the side of the roof, eyes glazed over as the horde began to close in.

With her victims distracted, Transyl swooped down, claws shining in the moonlight and teeth wet and glistening. Ben ducked just in time, feeling her claws ghosting over his back. When he stood up again, he could clearly feel tears in the fabric of his shirt. "Ben! With me!" Xylene grabbed his wrist, directing his attention to the horde as the others dealt with Transyl. "Focus. Push them back." She ordered, her hands glowing a soft purple as a wave of power flew off her, pushing back the horde. Ben gulped, trying to do the same. He closed his eyes, trying to focus on a target like he did before, but there were so many lights flashing under his eyes, too many targets to focus on. Power built up in his palms, his arms and up his shoulders and down his back, but he didn't know what to do with it. Suddenly it felt like he was underwater again, icy waves washing over his and darkness capturing his breath. He gasped, sucking in air as his eyes flashed open. And just like that, a blast of purple light was flung from his palms, violently shoving Tranyl's victims far down the wall.

"Not that much Ben!" She ordered. Ben looked down at his hands, light fluttering under his jade skin as his heart pounded. He glanced behind him for a second, to see Transyl swooping down onto Rook and winding him. His Proto-tool, now shaped into a long blade, went flying. Ben had seen enough crappy vampire flicks. He knew what to do.

Deaf to Xylene's cries, Ben dashed forward, picked up the blade, and slammed it into Transyl's chest just as she was going to spit out one of her horrid little bats. She gasped, her breathing rattled, as she stared down at the blade in horror as the others went silent. Rook kicked her off, looking up at Ben in shock. "I am still angry with you." He broke the silence.

"Of course you are." Ben's shoulders slumped, but before he had time for any other snarky remark he was plucked off the ground by long cold claws.

"I bet you forgot about me!" Zs'Skayr sneered, gripping Ben tightly as the boy writhed.

"Let me go! LET ME GO!" He yelled, trying to reach up and claw at the ghostly villain's face. But his skin was hard and clammy, and wasn't giving up easily to Ben's fingernails.

He choked out a wheezy laugh. "You've thwarted me one time too many, Tennyson! This time I'll –!" But before he could finish his evil monologue, a blinding light opened up in the sky, burning Zs'Skayr's entire form. He shrieked, dropping Ben and leaving him to plummet as he writhed and twitched and eventually crumpled into dust. Finally he was blown away in the wind as Xylene caught Ben with her own purple light, slowing down his travel back to the ground. Ben looked up at the last remnants of Zs'Skayr in the sky. "Well, that was short-lived." He almost had the urge to pout as he covered his eyes from the light as the familiar ship landed on the roof.

Tranyl growled, clutching the steak that immobilised her, as the doors to the ship opened. "We fixed it!" Driba appeared, waving at the group before frowning, "jeez, what happened to you guys?"

* * *

"Are you sure you will be able to handle everything?" Rook reattached the Proto-tool to his back.

Scout chuckled, looking around at the old throne room. All of Transyl's victims were there, many scratching at where her bats had chomped down onto them. Whynn was weaving between them, trying to explain the situation and help where he could, while many other civilians helped dispose of the experiments that Zs'Skayr had obsessed over for who knows how long. Scout looked back to Rook, "I think we'll be able to handle it."

Rook smiled as Whynn joined them. "I wanted to thank your team again for coming to our planet's aid. We would have had no hope without some type of intervention."

Ben appeared at the entrance by the throne he'd previously taken. He waved at Rook. "Xylene says to wrap it up. We'll be leaving soon."

"I will be up soon." He smiled, nodding at Ben, who disappeared back from where he'd arrived.

Scout glanced up at Rook, and smirked. "'Tiny but mighty', eh?" He nudged Rook, who sighed.

"Would you quit that?" He shook his head. Whynn just looked confused, bless him. "It appears we will be leaving soon. Are you coming up to say goodbye?"

"Don't change the subject." Scout protested.

"Are you coming up?" He said with a firmer tone.

Scout pouted, but then simply shook his head. "We should really stay down here, make sure everyone is okay."

Rook nodded, quietly taking note of the space Scout and Whynn kept from each other. "Before you concern yourself with my relationships, perhaps you should work on your own.

"Eh?!"

"Whynn saved your life. I believe you have not yet thanked him for that." Rook smiled smugly.

"But he's -!"

"He saved your life, Scout. That is not something you can brush aside simply due to what someone is."

Whynn stood in silent, somewhat awkward, shock until Scout finally relented, turning meekly to Whynn. "Look, I…" he scratched the back of his neck, ruffling up his fur, before looking at the Vladat. "Thanks for not letting me die. And for not killing me."

Whynn blinked, before relaxing. Smiling even. "Thank you for not staking me on sight." He replied.

And with that Rook left to board the ship.


End file.
